Consolidated Envirowaste Shareholders Approve Plan of Arrangement
January 29 2010 - 3:52PM
Marketwired
Consolidated Envirowaste Industries Inc. (TSX VENTURE: CWD) -
Consolidated Envirowaste Industries Inc. (the "Company") is
pleased to announce that at the special general meeting held today,
the Company's shareholders approved the previously announced plan
of arrangement (the "Arrangement") involving the Company, its
shareholders and 0865273 B.C. Ltd., a private company incorporated
by James Darby and Douglas Halward (together, the "Acquiring
Shareholders") for the purpose of completing the Arrangement.
On the completion of the Arrangement, the Acquiring Shareholders
will acquire all of the issued and outstanding common shares of the
Company not currently owned or controlled, directly or indirectly,
by the Acquiring Shareholders or their spouses, for $0.14 per share
in cash.
The special resolution approving the Arrangement was approved by
97.33% of the votes cast by holders of the Company's common shares.
In addition, as required by Multilateral Instrument 61-101 of the
Canadian Securities Administrators, the resolution approving the
Arrangement was also approved by 76.92% of the votes cast by
minority shareholders (excluding the Acquiring Shareholders and
their spouses).
The completion of the Arrangement remains subject to final
approval by the Supreme Court of British Columbia (the "Court").
The Company will be making its application to the Court for final
approval of the Arrangement on February 2, 2010. The Company and
the Acquiring Shareholders expect the Arrangement to be completed
on or about February 5, 2010.
Further details regarding the Arrangement are set out in the
Company's management information circular dated December 23, 2009,
which was mailed to the Company's shareholders together with a
letter of transmittal containing instructions for the surrender of
share certificates to the depositary. The management information
circular and letter of transmittal are available at
www.sedar.com.
Shareholders who surrender their share certificates to the
depositary, together with a properly completed letter of
transmittal, will receive a cash payment of $0.14 per share
following the completion of the Arrangement.
This release contains forward-looking statements. These
statements involve a number of risks and uncertainties and actual
results could differ materially from those projected. These
forward-looking statements regarding future events and the
completion of the acquisition of the Company by the Acquiring
Shareholders are based on current expectations, beliefs and
assumptions of management. Factors that might cause or contribute
to such differences include risks related to the ability of the
Company and the Acquiring Shareholders to satisfy the conditions
precedent to the Arrangement and to market conditions. Investors
are also directed to consider the other risks and uncertainties
discussed in the Company's required financial statements and
filings. The Company undertakes no obligation to revise or update
publicly any forward-looking statements, expect as required by
applicable law.
On behalf of the Board of Directors of CONSOLIDATED ENVIROWASTE
INDUSTRIES INC.
Douglas R. Halward, President and Director
Neither 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.
Contacts: Consolidated Envirowaste Industries Inc. Doug Halward
604-856-6836
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