VANCOUVER, BC, June 30,
2022 /PRNewswire/ - Avcorp Industries Inc.
(TSX: AVP) (the "Company" or "Avcorp") is
pleased to announce that, at the annual general and special meeting
(the "Meeting") of holders of common shares
("Shareholders") and options ("Optionholders", and
together with the Shareholders, the "Securityholders") held
today, the Securityholders overwhelmingly voted in favour of the
special resolution (the "Arrangement Resolution") to approve
the previously announced plan of arrangement (the
"Arrangement") with Latécoère S.A. (the
"Purchaser") pursuant to which a subsidiary of the Purchaser
will acquire all of the issued and outstanding common shares of
Avcorp (each, an "Avcorp Share") for cash consideration of
$0.11 per Avcorp Share. Further,
options (the "Avcorp Options") exercisable to acquire Avcorp
Shares outstanding immediately prior to the effective time of the
Arrangement will automatically vest and be cancelled in exchange
for a cash payment from the Company equal to the amount (if any) by
which $0.11 exceeds the exercise
price of such Avcorp Option.
In addition to the approval of the Arrangement, all proposed
director nominees were duly elected by Shareholders as directors of
the Company for the ensuing year. The directors are David Levi, Amandeep
Kaler, Elizabeth Otis,
Jaap Rosen, and Ken Robertson. The Shareholders also approved
(i) the re-appointment of Ernst & Young LLP as the auditor of
the Company for the ensuing year and authorized the directors of
the Company to fix the remuneration to be paid to the auditor, (ii)
the continuation of the Company's 15% rolling Stock Option Plan
including the grant of all available and unallocated Avcorp Options
thereunder, and (iii) the Company's board of directors' approach to
executive compensation on an advisory basis.
Holders of a total of 312,582,804 Avcorp Shares were represented
in person or by proxy at the Meeting, which constituted a quorum of
Shareholders, and represented 84.27% of the 370,931,127 issued
and outstanding Avcorp Shares entitled to vote as of May 24, 2022, the record date for the
Meeting.
The Arrangement Resolution required the approval of (i) at least
two-thirds (66⅔%) of the votes cast by the Shareholders, (ii) at
least two-thirds (66⅔%) of the votes cast by the Securityholders,
voting together as a single class, and (iii) at least a simple
majority of the votes cast by Shareholders, excluding votes from
certain Shareholders as required under Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
Of the votes cast at the Meeting, 99.01% of the votes cast by
Shareholders (99.00% after excluding Avcorp Shares required to be
excluded under MI 61-101) and 99.07% of the votes cast by
Securityholders voting as a single class were in favour of the
Arrangement Resolution.
The Company will seek a final order (the "Final Order")
of the British Columbia Supreme Court (the "Court") to
approve the Arrangement on July 5,
2022. Completion of the Arrangement is subject to the
satisfaction of customary closing conditions for a transaction of
this nature, including receipt of the Final Order. Subject to the
satisfaction (or waiver) of the conditions precedent, it is
expected that the Arrangement will be completed in Q3 2022.
Following completion of the Arrangement it is expected that the
Avcorp Shares will be delisted from the Toronto Stock Exchange (the
"TSX").
About Avcorp
The Avcorp Group designs and builds major airframe structures
for some of the world's leading aircraft companies, including BAE
Systems, Boeing, Bombardier, Lockheed Martin and Subaru
Corporation. The Avcorp Group has more than 65 years of experience,
over 490 skilled employees and 560,000 square feet of facilities.
Avcorp Structures & Integration located in Delta British Columbia, Canada is dedicated to
metallic and composite aerostructures assembly and integration;
Avcorp Engineered Composites located in Burlington Ontario, Canada is dedicated to
design and manufacture of composite aerostructures, and Avcorp
Composite Fabrication located in Gardena
California, USA has advanced composite aerostructures
fabrication capabilities for composite aerostructures. The Avcorp
Group offers integrated composite and metallic aircraft structures
to aircraft manufacturers, a distinct advantage in the pursuit of
contracts for new aircraft designs, which require lower-cost,
light-weight, strong, reliable structures. Comtek Advanced
Structures Ltd., at our Burlington,
Ontario, Canada location also provides aircraft operators
with aircraft structural component repair services for commercial
aircraft.
Avcorp Composite Fabrication Inc. is wholly owned by Avcorp US
Holdings Inc. Both companies are incorporated in the State of Delaware, USA, and are wholly owned
subsidiaries of Avcorp Industries Inc.
Comtek Advanced Structures Ltd., incorporated in the Province of
Ontario, Canada, is a wholly owned
subsidiary of Avcorp Industries Inc.
Avcorp Industries Inc. is a federally incorporated reporting
company in Canada and traded on
the Toronto Stock Exchange (TSX:AVP).
AMANDEEP KALER
CHIEF EXECUTIVE OFFICER
AVCORP GROUP
Forward-Looking
Statements
Certain information in this news release is considered
forward-looking within the meaning of certain securities laws and
is subject to important risks, uncertainties and assumptions. This
forward-looking information includes, among other things,
information with respect to the Company's beliefs, plans,
expectations, anticipations, estimates and intentions. The words
"may", "could", "should", "would", "suspect", "outlook", "believe",
"anticipate", "estimate", "expect", "intend", "plan", "target" and
similar words and expressions are used to identify forward-looking
information. Forward-looking information in this news release
relates to, among other things: the timing and receipt of required
court, stock exchange and regulatory approvals for the Arrangement;
the ability of Avcorp and the Purchaser to satisfy the other
conditions to, and to complete, the Arrangement; and the completion
of the Arrangement including the timing of completion and the
delisting of the Avcorp Shares from the TSX.
These statements reflect the Company's current views with
respect to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by the
Company, are inherently subject to significant uncertainties and
contingencies. Many factors, both known and unknown could cause
actual results, performance or achievements to be materially
different from the results, performance or achievements that are or
may be expressed or implied by such forward-looking statements or
information and the Company has made assumptions and estimates
based on or related to many of these factors. Such factors include,
without limitation, the satisfaction or waiver of all applicable
conditions to closing of the Arrangement including, without
limitation, receipt of all necessary court and regulatory approvals
or consents and lack of material changes with respect to Avcorp and
its business, all as more particularly set forth in the arrangement
agreement dated May 4, 2022 between
the Company and the Purchaser, as amended (the "Arrangement
Agreement"). In respect of the forward-looking statements and
information concerning the anticipated completion of the proposed
Arrangement and the anticipated timing for completion of the
Arrangement, the Company has made certain assumptions that
management believes are reasonable at this time. These dates may
change for a number of reasons, including inability to secure
necessary court and regulatory approvals in the time anticipated or
the need for additional time to satisfy the other conditions to the
completion of the Arrangement. Accordingly, readers should not
place undue reliance on the forward-looking statements and
information contained in this news release concerning these times.
In addition, in the event the Arrangement Agreement is terminated
in certain circumstances, Avcorp may be required to pay a
termination fee to the Purchaser, the result of which could have a
material adverse effect on Avcorp's financial position and results
of operations and its ability to fund growth prospects and current
operations. The forward-looking information in this news release
describes the Company's expectations as of the date of this news
release. Readers are cautioned against attributing undue certainty
to forward-looking statements or information. Although Avcorp has
attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be anticipated, estimated or intended. The Company
does not intend, and does not assume any obligation, to update
these forward-looking statements or information to reflect changes
in assumptions or changes in circumstances or any other events
affecting such statements or information, other than as required by
applicable law.
For further information about
Avcorp Industries Inc. please visit our website.
www.avcorp.com
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SOURCE Avcorp Industries Inc.
