NORWALL GROUP INC. ANNOUNCES COMPLETION OF GOING PRIVATE TRANSACTION
December 09 2010 - 12:29PM
PR Newswire (Canada)
TORONTO, Dec. 9 /CNW/ -- TORONTO, Dec. 9 /CNW/ - Further to its
news releases dated October 21 and December 1, 2010, Norwall Group
Inc. (TSX Venture: NGI) ("Norwall" or the "Company") announced
today that it has completed its going private transaction by way of
a share consolidation (the "Consolidation") on the basis of one
post-Consolidation common share for every 3,739,155 common shares
held immediately prior to the Consolidation. Patton Wallcoverings,
LLC, a Florida limited liability company wholly-owned and
controlled, directly or indirectly, by James J. Patton, Norwall
President and CEO, and Bruce Mitchell, a former control block
shareholder of Norwall, is now the sole remaining Norwall
shareholder holding at least one whole common share. Shareholders
who held fractional shares upon completion of the Consolidation
(collectively, "Minority Shareholders") will receive a cash payment
of $0.93 per pre-Consolidation common share on account of such
fractional shares. The Consolidation was duly approved by
shareholders at a special meeting held on December 3, 2010, and
articles of amendment effecting the Consolidation were filed on
December 8, 2010. Concurrent with the completion of the
Consolidation, Norwall has applied to the TSX Venture Exchange for
permission to delist its common shares. The delisting is
anticipated to take effect in the coming days. Norwall is also
filing applications with the relevant provincial securities
commissions to cease to be a reporting issuer. Also, further to its
press release of December 1, 2010, Norwall wishes to announce that
the motion brought against Norwall, Patton Wallcoverings, Inc.,
Patton Wallcoverings, LLC and James J. Patton, Norwall's Chairman,
President and C.E.O. alleging, among other things, that Norwall
breached the terms of exclusive distribution contracts purportedly
entered into between Norwall and certain of its distributors (the
"Plaintiffs") and requesting injunctive relief, was dismissed in
its entirety by the Ontario Superior Court of Justice. Norwall
believes that all of the allegations made by the Plaintiffs are
without merit and will continue to vigorously defend the action.
About Norwall Norwall designs quality residential wallpapers and
borders and distributes them to specialty stores and mass merchants
in Canada and through its wholly-owned operating subsidiary, Patton
Wallcoverings, in the United States and in 52 countries worldwide.
Forward-looking statements Certain statements included in this
release contain words such as "could", "expects", "expectations",
"may", "anticipates", "believes", "intends", "estimates" and
"plans" (and similar expressions) and constitute "forward-looking
statements" within the meaning of applicable securities law. These
statements are based on Norwall's current expectations, estimates,
forecasts and projections about the operating environment,
economies and markets in which Norwall and its subsidiaries
operate. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which are difficult to
predict and may cause the actual results, performance or
achievements of Norwall, or outcomes or results, to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
factors include, among others, such factors which are described in
Norwall's management's discussion and analysis of operations and
other filings with Canadian regulatory authorities. These
statements, although considered reasonable by Norwall at the date
of this press release, may prove to be inaccurate and consequently
Norwall's actual results could differ materially from its
expectations as set out or implied in this release. Unless
otherwise required by applicable securities laws, Norwall disclaims
any intention or obligation to update or revise any forward-looking
statements. To view this news release in HTML formatting, please
use the following URL:
http://www.newswire.ca/en/releases/archive/December2010/09/c3938.html
pJames J. Patton, President and Chief Executive Officer at (905)
791-2700, (a
href="mailto:jpatton@norwallgroup.com"jpatton@norwallgroup.com/a);
or Edward Diochon, Vice President of Finance at (905) 791-2700, (a
href="mailto:ediochon@norwallgroup.com"ediochon@norwallgroup.com/a)/p
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