Clarification of Park Lawn Income Trust’s Proposed Conversion to a Corporation and Business Combination involving Park Lawn Comp
March 04 2010 - 9:48AM
Marketwired Canada
Park Lawn Income Trust ("Park Lawn") (TSX VENTURE:PLC.UN) and Park Lawn Company
Limited ("PLCL") (CNSX:PRL) announced yesterday that they have entered into an
agreement (the "Agreement") among Park Lawn, PLCL, LMS Medical Systems Inc.
("LMS") and its wholly-owned subsidiary, 2980622 Canada Inc. (formerly, LMS
Medical Systems (Canada) Ltd.) ("Subco") pursuant to which such parties will,
among other things, participate in a series of transactions (collectively, the
"Transaction") undertaken as part of a plan of arrangement (the "Arrangement")
under section 182(1) of the Business Corporations Act (Ontario) designed to
result in (1) Park Lawn converting from an income trust to a corporation (the
"Conversion"), and (2) PLCL indirectly owning all of the assets of Park Lawn and
all of the issued and outstanding securities of Subco.
Supplementary Information regarding the Transaction
Information about LMS Medical Systems Inc.
LMS is a reporting issuer in several jurisdictions in Canada. Until the sale of
substantially all of the assets of Subco in July 2009, LMS and Subco conducted
business as a supplier of mathematical modeling and neural networks for medical
use. LMS and Subco are currently not carrying on any active business activities.
Additional information regarding both LMS and Subco can be found on SEDAR.
Summary of Commercial Objectives of the Transaction
Park Lawn, PLCL, LMS and Subco have entered into the Agreement with the intent
of (1) maximizing the efficiency of the Conversion, (2) rationalizing the
operations of Park Lawn and PLCL through a combination of their respective
businesses, (3) generating cash for LMS' future operations by having Subco
facilitate the Transaction and (4) providing possible future tax savings for
PLCL through the business combination among Park Lawn, PLCL and Subco.
Details regarding Securities Exchange Component of the Transaction
As previously disclosed, the terms of the Agreement provide that holders of Park
Lawn units ("Units") listed on the TSX Venture Exchange (the "TSXV") will
exchange their units, on a tax- free basis, for common shares of PLCL. Common
shares of PLCL are listed on the Canadian National Stock Exchange (the "CNSX")
and the issuance of common shares of PLCL necessary for the aforesaid exchange
of securities will accordingly require, among other things, the prior approval
of the CNSX. Although the ratio pursuant to which common shares of PLCL will be
exchanged for the outstanding Units has yet to be definitively determined, it is
anticipated that the current holders of Units will, upon completion of the
exchange of securities, own substantially all of the issued and outstanding
common shares of PLCL, in part because more than 90% of the currently issued and
outstanding common shares of PLCL are owned by holders of Units. The proposed
exchange of securities is subject to, among other things, the prior approval of
the holders of both Units and common shares of PLCL.
Listing of Common Shares of PLCL
Upon completion of the Transaction it is the intention of PLCL to seek to have
its common shares accepted for listing on the TSX Venture Exchange.
About Park Lawn
Park Lawn is a trust established to indirectly hold six cemeteries in the
Greater Toronto Area and an interest in Bloorpark Developments Inc. Its units
are listed on the TSX Venture Exchange.
About PLCL
PLCL owns a 2.9 acre parcel of land located at 57 Linelle Street and the house
and land located at 53 Linelle Street, Toronto. PLCL also holds a promissory
note from Park Lawn Limited Partnership. PLCL's common shares are listed on the
Canadian National Stock Exchange.
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