FirstService Corporation (TSX:FSV) (Nasdaq:FSRV) ("FirstService")
today announced that its Board of Directors has unanimously
approved, and FirstService has entered into, an arrangement
agreement (the "Arrangement Agreement") with New FSV Corporation,
FSV Holdco ULC and FirstService Commercial Real Estate Services
Inc. in connection with the previously announced plan to separate
FirstService into two independent publicly-traded companies (the
"Arrangement") – "Colliers International", one of the top three
global leaders in commercial real estate and new "FirstService
Corporation", the North American leader in residential property
management and services. The Board of Directors of FirstService
recommends that shareholders vote in favour of the transaction at
the annual and special meeting to be held on April 21, 2015.
As previously announced by FirstService on February 10, 2015,
the Company plans to rename FirstService as Colliers International
Group and to spin-off to shareholders its residential property
management and services businesses as a separately publicly traded
company to be named "FirstService Corporation". The Arrangement is
expected to enhance long term value for the shareholders of
FirstService by separating its businesses into two distinct public
companies, each better able to capitalize on its market leading
positions and pursue independent strategies and opportunities for
growth.
"We encourage shareholders to carefully consider the benefits of
this exciting spinoff transaction and vote in favour of the
transaction," said Jay Hennick, FirstService's Founder and CEO.
"The leadership teams of both successor companies are in place and
are committed to continue our track record of creating long-term,
sustainable value for our shareholders."
The Arrangement is subject to regulatory, court and shareholder
approval and satisfaction of other customary closing conditions,
including the listing of new FirstService Corporation's subordinate
voting shares on the Toronto Stock Exchange and The NASDAQ Stock
Market (renamed Colliers International Group will continue to be
listed on the Toronto Stock Exchange and the NASDAQ Stock Market)
and receipt of the requested Canadian tax rulings and U.S. tax
opinions that the transaction will not be taxable from a corporate
and shareholder perspective.
FirstService intends to apply to obtain an interim order from
the Ontario Superior Court of Justice on March 13, 2015, and
thereafter hold an annual and special meeting of shareholders (the
"Meeting") on April 21, 2015 to approve, among other things, the
Arrangement. It is currently expected that the Management
Information Circular to be prepared in connection with the Meeting
will be finalized and prepared for mailing on or about March 27,
2015 to FirstService's shareholders of record on March 20, 2015,
and, at that time, those materials will also be available on SEDAR
at www.sedar.com.
William Blair & Company, LLC ("William Blair") has provided
a fairness opinion to the Board of Directors of FirstService which
states that, in the opinion of William Blair, and based upon and
subject to the assumptions, explanations and limitations set forth
in such opinion, as of the date of the opinion, the consideration
to be received by the shareholders of FirstService is fair, from a
financial point of view, to such shareholders.
A copy of the Arrangement Agreement will be available shortly on
SEDAR at www.sedar.com.
About FirstService
FirstService is a global leader in the rapidly growing real
estate services sector, one of the largest markets in the world.
FirstService manages more than 2.5 billion square feet of
residential and commercial properties through its three
industry-leading service platforms: Colliers
International - one of the largest global players in
commercial real estate services; FirstService
Residential - North America's largest manager of
residential communities; and FirstService Brands –
one of North America's largest providers of essential property
services delivered through individually branded franchise systems
and company-owned operations.
FirstService generates more than US$2.7 billion in annual
revenues and has more than 24,000 employees world-wide. With
significant insider ownership and an experienced management team,
FirstService has a long-term track record of creating value and
superior returns for shareholders since becoming a publically
listed company in 1993. The subordinate voting shares of
FirstService trade on the NASDAQ under the symbol "FSRV" and on the
TSX under the symbol "FSV". More information is available at
www.firstservice.com.
Advisory Regarding Forward-Looking
Statements
Information in this press release that is not a historical fact
is "forward-looking information". Words such as "plans", "intends",
"outlook", "expects", "anticipates", "estimates", "believes",
"likely", "should", "could", "will", "may" and similar expressions
are intended to identify statements containing forward-looking
information. Forward-looking information in this press release is
based on current objectives, strategies, expectations and
assumptions which management considers appropriate and reasonable
at the time, including, but not limited to, general economic and
industry growth rates, currency exchange and interest rates,
competitive intensity and shareholder and regulatory approvals.
By its nature, forward-looking information is subject to risks
and uncertainties which may be beyond the ability of FirstService
to control or predict. The actual results, performance or
achievements of Colliers International or new FirstService
Corporation could differ materially from those expressed or implied
by forward-looking information. Factors that could cause actual
results, performance, achievements or events to differ from current
expectations include, among others, risks and uncertainties related
to: obtaining approvals, rulings, court orders and consents, or
satisfying other requirements, necessary or desirable to permit or
facilitate completion of the Arrangement (including regulatory and
shareholder approvals); future factors that may arise making it
inadvisable to proceed with, or advisable to delay, all or part of
the Arrangement; the operations and financial condition of Colliers
International and new FirstService Corporation as separately traded
public companies, including the reduced industry and geographical
diversification resulting from this separation; the impact of the
Arrangement on the trading prices for, and market for trading in,
the shares of FirstService, Colliers International and new
FirstService Corporation; the potential for significant tax
liability for a violation of the tax-deferred spinoff rules; the
potential benefits of the Arrangement; business cycles, including
general economic conditions in the countries in which Colliers
International and new FirstService Corporation operate, which will,
among other things, impact demand for services and the cost of
providing services; the ability of each of Colliers International
and new FirstService Corporation to implement its business
strategy, including their ability to acquire suitable acquisition
candidates on acceptable terms and successfully integrate newly
acquired businesses with its existing businesses; changes in or the
failure to comply with government regulations; changes in foreign
exchange rates; increased competition; credit of third parties;
changes in interest rates; and the availability of financing.
Additional information on certain of these factors and other risks
and uncertainties that could cause actual results or events to
differ from current expectations can be found in FirstService's
Annual Information Form for the year ended December 31, 2014 under
the heading "Risk Factors" (which factors are adopted herein and a
copy of which can be obtained at www.sedar.com). Certain risks and
uncertainties specific to the proposed Arrangement, Colliers
International and new FirstService Corporation will be further
described in the information circular to be mailed in advance of
the Meeting. Other factors, risks and uncertainties not presently
known to FirstService or that FirstService currently believes are
not material could also cause actual results or events to differ
materially from those expressed or implied by statements containing
forward-looking information.
Readers are cautioned not to place undue reliance on statements
containing forward-looking information that are included in this
press release, which are made as of the date of this press release,
and not to use such information for anything other than their
intended purpose. FirstService disclaims any obligation or
intention to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
CONTACT: Jay S. Hennick
Founder & CEO
(416) 960-9500
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500
Nexus Energy Services (PK) (USOTC:IBGR)
Historical Stock Chart
From Feb 2024 to Mar 2024
Nexus Energy Services (PK) (USOTC:IBGR)
Historical Stock Chart
From Mar 2023 to Mar 2024