Cordy Oilfield Services Announces Shareholder Approval of Acquisition by Vertex at Special Meeting
22 April 2022 - 11:32PM
CORDY OILFIELD SERVICES INC. (the
“
Corporation” or “
Cordy”) (CKK:
TSX-V) is pleased to announce that at the special meeting of Cordy
shareholders held today (the "
Meeting"), the
Corporation’s shareholders (“
Cordy Shareholders”)
passed a special resolution (the "
Amalgamation
Resolution") approving the previously announced
acquisition of Cordy by Vertex Resource Group Ltd. (TSXV: VTX)
("
Vertex") by way of three-cornered amalgamation
(the “
Transaction”).
The Amalgamation Resolution was required to be
passed by not less than 662/3% of the votes cast by Cordy
Shareholders, either in person or by proxy at the Meeting, and by a
simple majority of the votes cast by Cordy Shareholders, either in
person or by proxy at the Meeting, after excluding the votes cast
by such Cordy Shareholders that were required to be excluded
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI
61-101").
A total of 113,047,967 Cordy Shares
(approximately 48.90% of the issued and outstanding Cordy Shares)
were represented at the Meeting in person or by proxy. The
Amalgamation Resolution was approved by 95.33% of the votes cast by
Cordy Shareholders, either in person or by proxy at the Meeting,
and 95.03% of the votes cast by Cordy Shareholders, either in
person or by proxy at the Meeting, after excluding the votes cast
by such Cordy Shareholders that were required to be excluded
pursuant to MI 61-101.
The Transaction remains subject to final
approval by the TSX Venture Exchange ("TSXV"). The
Transaction is expected to close on or about April 25, 2022.
Following completion of the Transaction, Cordy’s common shares will
be delisted from the TSXV. An application will also be made for the
Corporation to cease to be a reporting issuer in the applicable
jurisdictions upon closing of the Transaction.
Additional information regarding the terms of
the Transaction are set out in the Circular which is available
under Cordy’s profile at www.sedar.com, and on the Corporation’s
website https://www.cordy.ca/.
ABOUT VERTEX
Headquartered in Sherwood Park, Alberta, Vertex
employs a staff of approximately 800 full-time and contract
personnel that provide environmental services across North America.
Vertex is a leading provider of environmental solutions, a unique
combination of environmental consulting and environmental field
services and equipment. Vertex’s integrated environmental solutions
support asset development, operations, decommissioning, and
restoration for customers in five North American sectors: Energy,
Mining and Industrial, Utilities, Agriculture & Forestry, and
Government. Established in 1962, Vertex combines 60 years of
experience with an innovative, modern approach to provide
versatile, expert solutions to the market.
ABOUT CORDY OILFIELD
Cordy provides construction and environmental
services in western Canada. Cordy is headquartered in Calgary,
Alberta, Canada, and is listed on the TSXV under the trading symbol
“CKK”.
For further information please
contact:
Terry Stephenson, CEO of Vertex:Tel:
780-464-3295Email: tstephenson@vertex.ca
Darrick Evong, CEO of Cordy Oilfield:Tel:
403-262-7667Email: darrick.evong@cordy.ca
Cautionary Statement Regarding Forward
Looking Information
All statements, trend analysis and other
information contained in this press release about anticipated
future events or results constitute forward-looking statements.
Forward-looking statements are often, but not always, identified by
the use of words such as "seek", "anticipate", "believe", "plan",
"estimate", "expect" and "intend" and statements that an event or
result "may", "will", "should", "could" or "might" occur or be
achieved and other similar expressions. All statements, other than
statements of historical fact, included herein, including, without
limitation, statements regarding the closing of the Transaction,
are forward-looking statements. Although Cordy believes that the
expectations reflected in such forward-looking statements and/or
information are reasonable, undue reliance should not be placed on
forward-looking statements since the Corporation can give no
assurance that such expectations will prove to be correct. These
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements, including the risks, uncertainties and other factors
identified in the Corporation’s periodic filings with Canadian
securities regulators, and assumptions made with regard to: the
Corporation’s ability to complete the proposed Transaction; the
Corporation’s ability to secure the necessary legal and regulatory
approvals required to complete the Transaction and the
Corporation’s ability to achieve the synergies expected as a result
of the Transaction. Forward-looking statements are subject to
business and economic risks and uncertainties and other factors
that could cause actual results of operations to differ materially
from those contained in the forward-looking statements. Important
factors that could cause actual results to differ materially from
the Corporation's expectations include risks associated with the
business of Vertex and Cordy; risks related to the satisfaction or
waiver of certain conditions to the closing of the Transaction;
non-completion of the Transaction; and other risk factors as
detailed from time to time and additional risks identified in
Vertex and Cordy’s filings with Canadian securities regulators on
SEDAR in Canada (available at www.sedar.com). Forward-looking
statements are based on estimates and opinions of management at the
date the statements are made. Cordy does not undertake any
obligation to update forward-looking statements except as required
by applicable securities laws. Investors should not place undue
reliance on forward-looking statements.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
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