Zedi Announces Leading Independent Proxy Firms Recommend That Zedi Shareholders Vote in Favour of Arrangement
February 06 2014 - 3:33PM
Marketwired Canada
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Zedi Inc. ("Zedi" or the "Company") (TSX VENTURE:ZED) announces that
Institutional Shareholder Services ("ISS") and Glass Lewis have both recommended
that shareholders vote FOR the special resolution to approve the plan of
arrangement between Zedi and 1779958 Alberta Ltd. (the "Arrangement"). The
Arrangement will be considered at the upcoming special meeting of shareholders
of Zedi to be held in the Bennett Boardroom at the offices of Bennett Jones LLP,
4500 Bankers Hall East, 855 - 2nd Street S.W., Calgary, Alberta on February 18,
2014 at 10:00 a.m. (Calgary time).
Both ISS and Glass Lewis are independent proxy advisory firms who provide proxy
voting recommendations to pension funds, investment managers, mutual funds and
other institutional shareholders. In its analysis, ISS stated:
"The transaction is at arm's length and 100 percent of consideration will be
paid in cash, which provides certainty of value and immediate liquidity. The
Acquirer's offer appears to be the best alternative to the Company at this time,
after considering the extensive review and negotiations made by the Company's
independent committee with the Acquirer's and other interested parties. Overall,
in light of the cash premium, the favorable market reaction and the absence of
significantly noted governance concerns, shareholder approval of this resolution
is warranted."(i)
Glass Lewis stated:
"We view the proposed management buyout as a bona fide alternative and in fact
the best option available for unaffiliated shareholders. In our opinion, the
buyout price represents an attractive price at which unaffiliated shareholders
can exit their investment in the company and immediately realize the certainty
and liquidity of cash."(i)
The board of directors of Zedi recommends that Shareholders vote
IN FAVOUR of the Arrangement.
Shareholders are reminded to vote their proxy FOR the Arrangement prior to the
proxy voting deadline of Thursday, February 13, 2014 at 10:00AM (Calgary time).
Shareholders are encouraged to carefully review the management information
circular of Zedi dated January 17, 2014 (the "Circular") and accompanying
materials as they contain important information regarding the Arrangement and
its consequences to shareholders. A copy of the Circular is available on Zedi's
website at www.zedi.ca. It is also available under the Company's profile on
SEDAR at www.sedar.com.
Your vote is important regardless of the number of shares you own.
How to Vote
Due to the essence of time, shareholders are encouraged to vote using the
internet, telephone or by fax.
Registered Shareholders may vote:
-- Internet: www.valianttrust.com
-- Fax: 1-403-233-2857
-- By mail
-- In person at the meeting
Shareholders who hold Zedi shares through a bank or other intermediary are also
entitled to vote their Zedi shares by calling 1-800-474-7493 and providing their
12 digit control number located on the voting instruction form in their package.
Shareholders who have questions regarding the Arrangement or require assistance
with voting may contact Laurel Hill Advisory Group, Zedi's proxy solicitation
agent, toll-free at 1-877-452-7184, locally at 416-304-0211 or by email at
assistance@laurelhill.com.
(i)Permission to quote from the ISS and Glass Lewis reports was neither sought
nor obtained.
ABOUT ZEDI
Zedi Inc. (TSX VENTURE:ZED) helps the world's oil and gas producers be more
productive, more profitable, and more sustainable through technology backed by
expert consultation and services. Our 60 years of continuous operations in North
America and recognition as one of the industry's best workplaces, sets us apart
in the production operations landscape. With our unique combination of
award-winning automation, data management, and field and professional services,
we offer solutions to our customers' challenges and help them realize their
production potential.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Zedi Inc.
Debra Deane
Investor Relations
403-802-7092
403-444-1101 (FAX)
investor@zedi.ca
www.zedi.ca
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