NEW YORK, July 12, 2017 /PRNewswire/ -- MFC Bancorp
Ltd. ("MFC" or the "Company") (NYSE: MFCB) announced today that
further to its press release dated June 9,
2017, the Company has received the requisite approvals of
its shareholders and the Supreme Court of British Columbia for its previously announced
plan of arrangement (the "Arrangement"). The Arrangement will
become effective at 12:01 a.m.
(Vancouver time) on July 14, 2017 (the "Effective Time"), at which
time, among other things:
- the outstanding common shares of MFC (the "MFC Shares") will be
consolidated on a 100 for 1 basis, with any fractional shares held
by registered shareholders being eliminated for cash consideration
based upon the weighted average price of the Old MFC Shares over
the ten trading days prior to the effective date of the Arrangement
(the "Odd Lot Payment") and, immediately afterwards, such MFC
Shares will be split on a 1 for 20 basis; and
- after the above consolidation and split, each outstanding MFC
Share will be exchanged for: (i) a common share of US$0.001 par value (a "New MFC Share") of MFC
Bancorp Ltd. (formerly MFC 2017 Ltd.) ("New MFC"), a wholly-owned
subsidiary of MFC that was formed under the laws of the
Cayman Islands; and (ii)
US$0.0001 in cash.
As a result of the Arrangement, MFC will become a wholly-owned
subsidiary of New MFC. The New MFC Shares will commence trading on
the New York Stock Exchange on a post-Arrangement basis on
July 14, 2017 under the Company's
existing symbol "MFCB". The board of directors and officers, board
committees and committee charters of New MFC will be in
substantially the same form as that of MFC.
Additional details regarding the Arrangement and the additional
transactions completed thereunder are set forth in the Company's
management information circular dated June
9, 2017, a copy of which is available under the Company's
profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Notice to Non-Registered Shareholders
Non-registered shareholders of the Company, which hold their Old
MFC Shares in the name of a broker, investment dealer, bank, trust
company, trustee or other nominee, should contact their broker or
other nominee for assistance in depositing such shares and should
follow the instructions of such broker or other nominee in order to
deposit their Old MFC Shares.
Notice to Registered Shareholders
If a MFC shareholder holds its MFC Shares in registered form, in
order to receive New MFC Shares and any consideration payable
pursuant to the Arrangement, including the Odd Lot Payment, such
registered shareholders of the Company must complete, sign and
return the letter of transmittal sent to such registered
shareholders, in accordance with the instructions set out in such
letter of transmittal, to Computershare Trust Company, N.A. (the
"Depositary"), together with certificates representing their MFC
Shares and such additional documents and instruments as the
Depositary may reasonably require. A copy of the letter of
transmittal may also be obtained by contacting the Depositary. Due
to the administrative costs of the exchange under the Arrangement,
cash payments of less than US$10.00
will not be made by the Company under the Arrangement.
Registered shareholders of the Company may direct questions
regarding the exchange, including any request for another copy of
the letter of transmittal, to the Depositary by telephone at
1-800-564-5141.
About The Company
MFC is a merchant bank that provides financial services and
facilitates structured trade for corporations and institutions. We
specialize in markets that are not adequately addressed by
traditional sources of supply and finance, with an emphasis on
providing solutions for small and medium sized enterprises. We
operate in multiple geographies and industries.
As a supplement to our operating business, we commit proprietary
capital to assets and projects where intrinsic values are not
properly reflected. These investments can take many forms, and our
activities are generally not passive. The structure of each of
these opportunities is tailored to each individual transaction.
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SOURCE MFC Bancorp Ltd.