OSI Geospatial Inc. receives final court order for plan of arrangement
June 22 2012 - 6:01AM
PR Newswire (Canada)
VANCOUVER, June 22, 2012 /CNW/ - OSI Geospatial Inc. ("OSI" or the
"Company") is pleased to announce that the Supreme Court of British
Columbia issued its final order (the "Final Order") today approving
the Company's previously announced going private transaction to be
completed by way of a plan of arrangement under the Business
Corporations Act (British Columbia) (the "Transaction").
Subject to and following final approval of the TSXV the Company
expects to delist from the TSXV and close the Transaction in July
2012. The Transaction provides, among other things, that (i) each
Class "B" Series 2 Preference Share (a "Preferred Share") held by a
Preferred Shareholder be converted into common shares of the
Company (the "Common Shares") at a conversion rate of 156.667
Common Shares, which is equivalent to a value of $9.40 per
Preferred Share, and (ii), all of the issued and outstanding Common
Shares be consolidated on a 250,000 to 1 basis and Common
Shareholders holding less than one post-consolidation Common Share
be paid $0.060 in cash, representing a 33% premium to the
pre-consolidation market price for the Common Shares, per
pre-consolidation Common Share held by them. Further details
regarding the Transaction are set out in the management information
circular dated May 16, 2012, which is available under the Company's
profile on SEDAR. About OSI Geospatial Inc. OSI Geospatial Inc.
operates two distinct business units: Offshore Systems Ltd. (based
in Vancouver, British Columbia), a world-leading naval fleet
supplier of integrated navigation and tactical solutions; and CHI
Systems, Inc. (based in Philadelphia, Pennsylvania), a leading-edge
research, development, and systems integration supplier of
technology solutions for defense, aerospace, health, and bioscience
markets. OSI Geospatial systems and software are in use by
military, government, and commercial customers around the world.
The Company is publicly traded on the TSX Venture Exchange. For
additional information please visit www.osigeospatial.com.
Forward-Looking Statements Information set forth in this news
release may involve forward-looking statements under applicable
securities laws. Forward-looking statements are statements that
relate to future, not past, events. In this context,
forward-looking statements often address expected future business
and financial performance, and often contain words such as
"anticipate", "believe", "plan", "estimate", "expect", and
"intend", statements that an action or event "may", "might",
"could", "should", or "will" be taken or occur, or other similar
expressions. All statements, other than statements of historical
fact, included herein including, without limitation, statements
about the completion of the Transaction and regulatory and court
approvals, are forward looking statements. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following
risks: the need for additional financing; operational risks
associated with mineral exploration; fluctuations in commodity
price and title matters or other reports and filings with the TSX
Venture Exchange and applicable Canadian securities regulators.
Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the
Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other
circumstances should change, except as required by applicable
securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements. 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. OSI
Geospatial Inc. CONTACT: Jim GirardChief Financial Officer and
Secretary+1 778-373-4600 +1 888 880 9797+1 778-373-0027
(FAX)invest@osigeospatial.com
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