QUÉBEC CITY, Feb. 10,
2014 /CNW Telbec/ - Novik Inc. ("Novik") (TSXV: NVK)
is pleased to annouce that its holders of common shares (the
"Shareholders") have approved, during today's special
meeting of Shareholders (the "Meeting"), the resolution
authorizing the previously announced plan of arrangement
(the "Transaction") involving Novik, Clearview Capital
Fund III, LP ("Clearview")
and 9293-3985 Québec Inc. (the "Purchaser").
The Transaction resolution required the approval
of 66 2/3% of the votes cast by Shareholders present in person
or represented by proxy at the Meeting. Shareholders representing
88.89% of all issued and outstanding common shares of Novik (the
"Shares") were present or represented by proxy at the
Meeting. The Transaction resolution was approved by 77.90% of the
Shareholders present in person or represented by proxy at the
Meeting.
Under the Transaction, the Purchaser will
acquire all of the issued and outstanding Shares for a cash
consideration of $0.85 per Share, all
as more particularly described in Novik's management information
circular dated January 10, 2014
(the "Circular"). In addition, holders of options will
receive a cash payment equal to the difference between $0.85 and the exercise price of each option.
Completion of the Transaction remains subject
to, among other things, the final approval of the Superior Court of
Québec. The hearing for the final court order to approve the
Transaction is scheduled to take place on February 12, 2014 in Québec City. Assuming
that all closing conditions are met, Novik currently anticipates
the closing of the Transaction to occur on February 14, 2014 (the "Effective
Date"). The Shares are expected to be delisted from the TSX
Venture Exchange promptly following the Effective Date. Following
completion of the Transaction, Novik will also apply to cease to be
a reporting issuer under applicable Canadian securities laws.
Further details regarding the Transaction are
set out in the Circular, copy of which is available under the
corporate profile of Novik on SEDAR at www.sedar.com.
PricewaterhouseCoopers Corporate Finance Inc. is
acting as financial advisor and McCarthy Tétrault LLP is acting as
legal advisor to Novik. Blake, Cassels & Graydon LLP is acting
as legal advisor to Clearview.
ABOUT NOVIK
Novik (NVK) is a leader in the design,
manufacture and distribution of innovative polymer exterior siding,
roofing coverings and accessories that replace traditional
materials such as stone, brick or wood shingles. These products
target the world-wide residential and commercial construction
industry.
ABOUT CLEARVIEW
Clearview Capital, LLC is a private investment
firm based in Old Greenwich, CT
that invests in and develops mid-sized, North American companies in
partnership with management. The firm has a long history of
assisting strong management teams in the execution of their growth
strategies. Clearview Capital LLC has formed Clearview, an institutionally‐backed private
equity fund focused primarily on the acquisition and development of
high-potential manufacturing and service businesses located in
the United States and Canada.
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
This news release contains forward-looking
information, as such term is defined in applicable securities laws.
Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate and similar
expressions, or are those which, by their nature, refer to future
events. Forward-looking information includes, without limitation,
the outcome of the proposed Transaction and other similar
information concerning anticipated future events, conditions or
results that are not historical facts. This press release
also contains forward-looking statements and information concerning
the anticipated timing and completion of the Transaction. Novik
provided these anticipated times in reliance on certain assumptions
that it believes are reasonable at this time, including the timing
of receipt of the necessary regulatory and court approvals, and the
satisfaction of and time necessary to satisfy the conditions to the
closing of the Transaction. These dates may change for a number of
reasons, including inability to secure necessary regulatory or
court approvals in the time assumed or the need for additional time
to satisfy the conditions to the completion of the Transaction. In
addition, the Transaction is subject to a number of conditions
which are typical for transactions of this nature. Failure to
satisfy any of these conditions may result in the termination of
the definitive Transaction agreement and the Transaction may not be
completed. Readers are cautioned that the foregoing list of factors
is not exhaustive. Novik cautions readers that all forward-looking
information is inherently uncertain and that actual performance may
be affected by a number of material factors, many of which are
beyond Novik's control. Accordingly, actual future events,
conditions and results may differ materially from the estimates,
beliefs, intentions and expectations expressed or implied in the
forward-looking information. All statements are made as of the date
of this news release and Novik assumes no obligation to update or
alter any forward-looking information unless required by applicable
laws.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Novik Inc.