CALGARY, Dec. 3, 2019 /CNW/ - NewNorth Projects Ltd.
("NewNorth" or the "Company") (TSXV: NNP) is pleased
to announce that it has entered into a definitive arrangement
agreement (the "Arrangement Agreement") with Bordeaux
Properties Inc. ("Bordeaux") pursuant to which Bordeaux has agreed to acquire all of the
issued and outstanding common shares of NewNorth (the "NewNorth
Shares") for cash consideration of $0.13 per NewNorth Share (the
"Consideration") pursuant to a plan of arrangement (the
"Arrangement"). The Consideration represents a 58% premium
to the 10-day volume-weighted average trading price on the TSX
Venture Exchange (the "TSXV") as of November 29, 2019.
Key Arrangement Details
Under the Arrangement Agreement, NewNorth shareholders will
receive cash consideration of $0.13
per NewNorth Share held.
The Arrangement will be carried out by way of a court-approved
plan of arrangement and will require approval by at least 66 ⅔% of
the NewNorth shareholders present in person or represented by proxy
at a special meeting of NewNorth shareholders (the
"Meeting") expected to be held in January 2020. The details of the required
NewNorth shareholder approval will be contained in the information
circular to be provided to shareholders of NewNorth in connection
with the Meeting. The Arrangement is also subject to court and
applicable regulatory approvals and the satisfaction of other
customary closing conditions.
The Arrangement Agreement includes customary provisions,
including non-solicitation, right to match and insurance and
indemnification provisions. In addition, NewNorth has agreed to pay
a break fee to Bordeaux upon the
occurrence of certain terminating events.
On completion of the Arrangement, it is expected that the
NewNorth Shares will be delisted from the TSXV and that
Bordeaux will apply to cause
NewNorth to cease to be a reporting issuer under applicable
Canadian securities laws.
Certain shareholders, including directors and officers, of
NewNorth, holding a total of 21.6% of the outstanding NewNorth
Shares, have entered into voting and support agreements to, among
other things, vote their NewNorth Shares in favour of the
Arrangement.
The boards of directors of both NewNorth and Bordeaux have each determined that the
proposed Arrangement is in the best interest of their respective
companies, supported by advice from their financial and legal
advisors, as applicable, and have each unanimously approved the
Arrangement. PillarFour Capital Inc. has provided a fairness
opinion to the board of directors of NewNorth that, as of the date
thereof and subject to the assumptions, limitations and
qualifications set out therein, the Arrangement is fair, from a
financial point of view, to the shareholders of NewNorth. The board
of directors of NewNorth recommend that their shareholders vote in
favour of the Arrangement at the Meeting.
Full details of the Arrangement including the basis for the
board of directors' recommendation that NewNorth shareholders
approve the proposed Arrangement will be included in a management
information circular, to be filed by NewNorth with regulatory
authorities and mailed to shareholders in accordance with
applicable securities laws.
The Arrangement is expected to be completed in January 2020 shortly after the Meeting.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
AND STATEMENTS
This press release contains forward-looking statements within
the meaning of applicable securities laws. More particularly and
without limitation, this press release contains forward-looking
statements regarding the proposed acquisition of NewNorth by
Bordeaux pursuant to a plan or
arrangement, the mailing of the information circular regarding the
Arrangement, the date of the Meeting and the completion of the
Arrangement. All statements, other than statements of historical
facts, that address activities that NewNorth assumes, anticipates,
plans, expects, believes, projects, aims, estimates or anticipates
(and other similar expressions) will, should or may occur in the
future are forward-looking statements. All of the
forward-looking statements in this release are qualified by the
assumptions that are stated or inherent in such forward-looking
statements. Although NewNorth believes these assumptions are
reasonable, they are not exhaustive of the factors that may affect
any of the forward-looking statements and the reader should not
place undue reliance on these assumptions and such forward-looking
statements. The key assumptions that have been made in connection
with the forward-looking statements include: that the business of
the Meeting concludes as anticipated; the timing and receipt of the
necessary shareholder, regulatory, court and other approvals; and
the timely satisfaction of all other conditions to the closing of
the Arrangement. NewNorth believes the material factors,
expectations and assumptions reflected in the forward-looking
statements are reasonable, but no assurance can be given that these
factors, expectations and assumptions will prove to be correct.
The forward-looking statements provided in this press release
are based on management's current belief, based on currently
available information, as to the outcome and timing of future
events. NewNorth cautions that its intention to proceed with the
Arrangement and other forward-looking statements relating to
NewNorth are subject to all of the risks and uncertainties normally
incident to such endeavors. These risks relating to NewNorth
include, but are not limited to, that the Arrangement is not
completed on the announced terms or at all. Furthermore, the
forward-looking statements contained herein are made as at the date
hereof and NewNorth does not undertake any obligation to update
publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by applicable securities
laws. Readers are cautioned that the foregoing list of factors is
not exhaustive. Additional information on these and other factors
that could affect NewNorth's operations and financial results are
included in reports on file with Canadian securities regulatory
authorities and may be accessed through the SEDAR website
(www.sedar.com).
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy of this release.
SOURCE NewNorth Projects Ltd.