Middlefield Bancorp announces amalgamation with 2M Energy Corp. and change to an investment fund
October 16 2011 - 1:07PM
PR Newswire (Canada)
TORONTO, Oct. 19, 2011 /CNW/ - MIDDLEFIELD BANCORP LIMITED ("MBN")
is pleased to announce that it has amalgamated with its
wholly-owned subsidiary, 2M Energy Corp. ("2M"), effective October
12, 2011. The amalgamation was implemented to reduce general
and administrative costs. In addition, MBN is conducting a
strategic review of its entire business in order to seek to further
reduce costs and maximize shareholder value. The outcome of
this process is expected to be presented to shareholders for
approval, if necessary, at the upcoming Annual General Meeting
scheduled for March 6, 2012 (the "AGM"). As a first step toward
further cost reduction, MBN will become an investment fund governed
by National Instrument 81-106 effective on or about November 1,
2011. Cost savings will result for several reasons, including
MBN's not having to adopt the IFRS accounting regime until such
time as investment funds are required to do so. In addition,
further cost savings will result from using Middlefield's existing
Independent Review Committee for conflict matters under National
Instrument 81-107 in place of MBN's current board of
directors. Becoming an investment fund is a natural evolution
of MBN's business, since MBN is currently primarily engaged in the
business of investing in equity and equity-related
securities. This change is not expected to constrain the
strategic alternatives under consideration for presentation to
shareholders at the AGM. MBN trades on the Toronto Stock Exchange
under the symbol "MBN". Certain statements in this press release
may be viewed as forward-looking statements. Any statements that
express or involve discussions with respect to predictions,
expectations, beliefs, plans, intentions, objectives, assumptions
or future events or performance (often, but not always, using words
or phrases such as "expects", "is expected", "plans" or
"intends" (or negative or grammatical variations thereof), or
stating that certain actions, events or results "may", "could",
"would", "should" or "will" be taken, occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. Statements which may constitute forward-looking
statements relate to: the proposed timing of the change of MBN to
an investment fund; the timing of the AGM; and expected costs
savings and benefits resulting from the change to an investment
fund and the impact thereof on MBN's strategic alternatives.
Forward-looking statements are subject to a variety of risks and
uncertainties which could cause actual events or results to differ
from those reflected in the forward-looking statements including as
a result of changes in the general economic and political
environment, changes in applicable legislation, and the performance
of MBN. Such forward-looking statements are only predictions;
actual events or results may differ materially as a result of risks
facing MBN, many of which are beyond the control of MBN. MBN does
not undertake any obligation to update such statements. Middlefield
Bancorp Limited CONTACT: visit our website at www.middlefield.com
or contact:W. Garth JestleyPresident and Chief Executive
Officer(416) 847-5346
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