MONTREAL,
May 15, 2014 /CNW Telbec/ - Ranaz
Corporation ("Ranaz") (TSX-V: RNZ), a company specializing in the
manufacturing and marketing of protein and dietary supplements,
announces today that its board of directors has approved a going
private transaction to be completed by consolidating Ranaz common
shares on the basis of 1 post-consolidated common share for each
17,000,000 pre-consolidated common shares (the
"Consolidation"). The Consolidation is subject to the
required shareholder approvals at an upcoming Ranaz annual and
special meeting of shareholders to be held June 17, 2014 (the "Meeting").
The Consolidation will result in all of the
shareholders of Ranaz (except for Fiducie Vanquish
("Vanquish")) holding a fractional interest in the
post-consolidated common shares of Ranaz. As fractional shares will
not be issued, each shareholder of Ranaz will receive $0.01 in cash for each pre-consolidated common
share held immediately prior to the Consolidation in lieu of
certificates for fractional post-consolidated common shares (the
"Consideration"). There are currently 60,208,284 common
shares of Ranaz issued and outstanding. After completion of the
Consolidation, Vanquish will be the sole shareholder of Ranaz
holding one (1) common share. Vanquish, of which Mr Jean Bourassa-Marineau, President and CEO of
Ranaz, is sole beneficiary, currently holds 29.51% of the total
common shares of Ranaz.
The Consolidation is subject to approval of ⅔ of
the common shares voted at the Meeting as well as the approval of a
majority of the votes cast by minority shareholders at the Meeting
pursuant to the requirements of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions.
The board of directors of Ranaz established an
independent special committee to review the Consolidation and to
confirm the fairness of the Consideration. The special committee
has recommended to the board of directors of Ranaz that the
Consolidation and Consideration be approved.
Subject to the approval of the Consolidation at
the Meeting and the acceptance of the TSX Venture Exchange, Ranaz
will file articles of amendment to effect the Consolidation. Once
the Consolidation is completed, Ranaz intends to apply to have its
common shares delisted from the TSX Venture Exchange and intends to
apply to cease to be a reporting issuer with the applicable
securities regulatory authorities.
Further information on the terms and conditions
of the Consolidation shall be provided to the shareholders in the
management information circular for the Meeting, which will also be
available on SEDAR at www.sedar.com.
About Ranaz Corporation
Ranaz is a corporation specializing in the
manufacture and sale of protein and dietary supplements. Its
mission is to design, develop and market nutritional, protein and
dietary supplements under its own corporate brands and concepts,
such as Protidiet and ProtiLife, as well as under private
labels.
Full information, including the management
discussion and analysis and the financial statements thereto, is
available on SEDAR, at www.sedar.com
Neither the 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 accuracy of this release.
THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING
STATEMENTS AND INFORMATION RELATING TO SUCH MATTERS AS EXPECTED
FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, PROPOSED TRANSACTIONS
AND LIKE MATTERS. THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES,
INCLUDING BUT NOT LIMITED TO RISK FACTORS DESCRIBED IN DOCUMENTS
FILED WITH REGULATORY AUTHORITIES. ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE PROJECTED AS A RESULT OF THESE RISKS AND
SHOULD NOT BE RELIED UPON AS A PREDICTION OF FUTURE EVENTS. RANAZ
UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS
TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE ON WHICH SUCH
STATEMENT IS MADE, OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED
EVENTS UNLESS REQUIRED TO DO SO UNDER APPLICABLE LAW.
SOURCE Ranaz Corporation