NORWALL SERVED WITH NOTICE OF MOTION
December 01 2010 - 8:41PM
PR Newswire (Canada)
TORONTO, Dec. 1 /CNW/ -- TORONTO, Dec. 1 /CNW/ - Norwall Group Inc.
(TSX Venture: NGI) ("Norwall" or the "Company") announced today
that it was served with notice of a motion (the "Motion") brought
against Norwall, Patton Wallcoverings, Inc., Patton Wallcoverings,
LLC and James J. Patton, Norwall's Chairman, President and C.E.O
(collectively, the Defendants") alleging, among other things, that
Norwall breached the terms of exclusive distribution contracts
purportedly entered into between Norwall and certain of its
distributors (collectively, the "Plaintiffs"). The Motion is
scheduled to be heard on Friday, December 3, 2010 before the
Superior Court of Justice in Brampton, Ontario. According to the
Motion materials, the Plaintiffs intend to seek, in addition to
other relief, an injunction (i) suspending the proposed share
consolidation (the "Consolidation") scheduled to be voted upon at a
special meeting (the "Meeting") of Norwall shareholders on December
3, 2010 and (ii) preventing payment to minority shareholders of the
cash consideration of $0.93 per share to which they would be
entitled following completion of the Consolidation. The Company
believes that the allegations raised in the Motion materials are
entirely without merit, and the Defendants intend to vigorously
defend the Motion. The special meeting of shareholders is expected
to proceed as planned on December 3, 2010. Assuming the
Consolidation is duly approved by shareholders, Norwall intends to
file articles of amendment effecting the Consolidation on or before
December 6, 2010, with the delisting of Norwall's common shares
from the TSX Venture Exchange expected to follow shortly
thereafter. About Norwall Norwall designs quality residential
wallpapers and borders and distributes them to specialty stores and
mass merchants in Canada and through its wholly-owned operating
subsidiary, Patton Wallcoverings, in the United States and in 52
countries worldwide. Forward-looking statements Certain statements
included in this release contain words such as "could", "expects",
"expectations", "may", "anticipates", "believes", "intends",
"estimates" and "plans" (and similar expressions) and constitute
"forward-looking statements" within the meaning of applicable
securities law. These statements are based on Norwall's current
expectations, estimates, forecasts and projections about the
operating environment, economies and markets in which Norwall and
its subsidiaries operate. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which are
difficult to predict and may cause the actual results, performance
or achievements of Norwall, or outcomes or results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, such factors which
are described in Norwall's management's discussion and analysis of
operations and other filings with Canadian regulatory authorities.
These statements, although considered reasonable by Norwall at the
date of this press release, may prove to be inaccurate and
consequently Norwall's actual results could differ materially from
its expectations as set out or implied in this release. Unless
otherwise required by applicable securities laws, Norwall disclaims
any intention or obligation to update or revise any forward-looking
statements. %SEDAR: 00002584E James J. Patton, President and Chief
Executive Officer at (905) 791-2700, (jpatton@norwallgroup.com); or
Edward Diochon, Vice President of Finance at (905) 791-2700,
(ediochon@norwallgroup.com)
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