MONTREAL, Aug. 29,
2022 /CNW/ - Yellow Pages Limited
(TSX: Y) (the "Company"), a
leading Canadian digital media and marketing company,
today announced that it has filed and is in the process of mailing
the management proxy circular (the "Circular") and related
materials for the special meeting (the "Meeting") of the
Company's shareholders (the "Shareholders") to approve the
previously announced arrangement under the Business Corporation
Act (British Columbia) (the
"Arrangement"). Under the Arrangement, the Company will
repurchase from Shareholders pro rata an aggregate of
7,949,125 common shares at a purchase price of $12.58 per share, which represents the volume
weighted average price for the five consecutive trading days ending
the trading day immediately prior to August
5, 2022, all as more particularly described in the Circular.
Under the Arrangement, the Company will also advance the previously
announced voluntary incremental cash contributions to the Company's
defined benefit pension plan's (the "Pension Plan") wind-up
deficit by an amount of $24 million
during the year ending December 31,
2022, bringing 2022 cash payments to the Pension Plan's
wind-up deficit to $30 million by the
end of the year.
The Arrangement is subject to the approval of at least 66 2/3%
of the votes cast by Shareholders at the Meeting. Shareholders
holding in excess of 78% of the outstanding Shares have agreed with
the Company to vote in favor of the Arrangement. The Arrangement is
also subject to the receipt of the approval of the Supreme Court of
British Columbia (the
"Court").
Board Recommendation
The board of directors of the Company, after receiving legal and
financial advice, unanimously determined the Arrangement is in the
best interests of the Company and fair to the Shareholders, and
recommends the Shareholders vote FOR the Arrangement.
Interim Order
The Company also announced today that the Court has issued an
interim order in connection with the Arrangement authorizing
various matters, including the holding of the Meeting and the
mailing of the Circular.
Record Date
The Company filed a notice of meeting and record date with
applicable securities regulatory authorities on August 18, 2022, pursuant to which it advised the
Shareholders that the Meeting would be held virtually on
September 23, 2022 and set the close
of business on August 18, 2022 as the
record date (the "Record Date") for the Meeting.
Meeting and Circular
The Meeting is scheduled to be held as a virtual-only meeting
conducted via live audio webcast online at
www.virtualshareholdermeeting.com/YP2022SM on September 23, 2022 at 10:00 a.m. (Eastern time). Shareholders,
regardless of geographic location, will have an equal opportunity
to participate in the Meeting online. Shareholders will not be able
to attend the Meeting in person. Shareholders of record as of the
close of business on the Record Date are entitled to receive notice
of and vote at the Meeting. Shareholders are urged to vote well
before the proxy deadline of 10:00 a.m.
(Eastern time) on September 21,
2022.
The Circular provides important information on the Arrangement
and related matters, including the background to the Arrangement,
voting procedures and how to virtually attend the Meeting.
Shareholders are urged to read the Circular and its schedules
carefully and in their entirety. The Circular is being mailed to
Shareholders in compliance with applicable laws and the Interim
Order. The Circular is available under the Company's profile on
SEDAR at www.sedar.com and on the Company's website at
www.corporate.yp.ca.
Shareholder Questions and
Assistance
Shareholders who have questions regarding the Meeting or require
assistance with voting may contact Broadridge Investor
Communications Corporation, the Company's proxy solicitation agent,
via email at proxy.request@broadridge.com.
About Yellow Pages Limited
Yellow Pages Limited (TSX: Y) is a Canadian
digital media and marketing
company that creates opportunities
for buyers and sellers to interact and transact in the local economy. Yellow Pages
holds some of Canada's leading local online properties including YP.ca, Canada411 and 411.ca.
The
Company also holds the YP, Canada411 and 411 mobile applications and Yellow Pages print
directories. For more information visit www.corporate.yp.ca.
Caution Concerning Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of applicable
securities laws. These statements are forward-looking as they are
based on our current expectations, as at August 26, 2022, about our business, and on
various estimates and assumptions that are current,
reasonable and
complete. Our actual results could materially differ from our expectations
if known or unknown risks affect our business, or if our estimates or assumptions
turn out to be
inaccurate. As a result, there is no
assurance that any forward-looking statements will materialize.
Risks that could cause our results
to differ materially from
our current expectations are discussed in
section 5 of our August
4, 2022 Management's Discussion and Analysis. We disclaim any intention or obligation
to update any forward-looking statements, except as required by law, even if new information
becomes available, as a result of
future events or for any other reason.
SOURCE Yellow Pages Limited