FirstService Shareholders Overwhelmingly Approve Plan to Separate Into Two Independent Public Companies
April 22 2015 - 9:12AM
FirstService Corporation (TSX:FSV) (Nasdaq:FSRV)
("
FirstService") today announced that the
previously announced spin-off transaction, to be implemented
through a tax efficient statutory plan of arrangement (the
"
Arrangement"), has received the requisite
shareholder approval at FirstService's annual and special meeting
of shareholders held on April 21, 2015 (the
"
Meeting"). The Arrangement was approved by 99.60%
of the Subordinate Voting Shares of FirstService voted at the
Meeting and 100% of the Multiple Voting Shares of FirstService
voted at the Meeting. As required under Canadian securities laws,
the Arrangement was also approved by 99.56% of the Subordinate
Voting Shares of FirstService voted at the Meeting, excluding
shares held by "interested parties" and "control persons" of
FirstService.
Completion of the Arrangement remains subject to certain
conditions, including final court approval. If the final court
order is granted and all other conditions precedent to the
Arrangement are satisfied or waived, FirstService expects to
complete the Arrangement on June 1, 2015.
At the Meeting, the nine director nominees listed in
FirstService's management information circular dated March 16, 2015
(the "Circular") were elected as directors.
Directors have been elected to serve until the close of the next
annual meeting of shareholders. The detailed results of the vote
are set out below.
|
|
|
|
|
% Votes |
Nominee |
Votes
For |
% Votes
For |
Votes
Withheld |
Withheld |
David R. Beatty |
53,917,142 |
97.67% |
1,285,073 |
2.33% |
Brendan Calder |
54,590,695 |
98.89% |
611,520 |
1.11% |
Peter F. Cohen |
53,927,887 |
97.69% |
1,274,328 |
2.31% |
John (Jack) P. Curtin, Jr. |
55,183,123 |
99.97% |
19,092 |
0.03% |
Bernard I. Ghert |
54,781,504 |
99.24% |
420,711 |
0.76% |
Michael D. Harris |
53,732,883 |
97.34% |
1,469,332 |
2.66% |
Jay S. Hennick |
54,781,434 |
99.24% |
420,781 |
0.76% |
Frederick F. Reichheld |
54,871,015 |
99.40% |
331,053 |
0.60% |
Michael Stein |
54,825,345 |
99.32% |
376,870 |
0.68% |
* As a vote for each motion was taken by a show of hands, the
number of votes disclosed reflects only those proxies received by
management in advance of the Meeting.
In addition, at the Meeting, FirstService shareholders approved,
by a vote by show of hands, the appointment of
PricewaterhouseCoopers LLP as the auditor of FirstService for the
ensuing year, an amendment to the existing FirstService stock
option plan and the adoption of the "new" FirstService Corporation
stock option plan, all as described in the Circular.
About FirstService
FirstService is a global leader in the rapidly growing real
estate services sector, one of the largest markets in the world.
FirstService manages more than 2.5 billion square feet of
residential and commercial properties through its three
industry-leading service platforms: Colliers
International - one of the largest global players in
commercial real estate services; FirstService
Residential - North America's largest manager of
residential communities; and FirstService Brands –
one of North America's largest providers of essential property
services delivered through individually branded franchise systems
and company-owned operations.
FirstService generates more than US$2.7 billion in annual
revenues and has more than 24,000 employees world-wide. With
significant insider ownership and an experienced management team,
FirstService has a long-term track record of creating value and
superior returns for shareholders since becoming a publically
listed company in 1993. The Subordinate Voting Shares of
FirstService trade on NASDAQ under the symbol "FSRV" and on the TSX
under the symbol "FSV". More information is available at
www.firstservice.com.
Advisory Regarding Forward-Looking
Information
Information in this press release that is not a historical fact
is "forward-looking information". Words such as "plans", "intends",
"outlook", "expects", "anticipates", "estimates", "believes",
"likely", "should", "could", "will", "may" and similar expressions
are intended to identify statements containing forward-looking
information. Forward-looking information in this press release is
based on current objectives, strategies, expectations and
assumptions which management considers appropriate and reasonable
at the time. The forward-looking information in this press release
include, but are not limited to, statements with respect to: the
proposed Arrangement and expected future attributes of each of
"new" FirstService Corporation and Colliers International following
the completion of the Arrangement; the timing and expectations with
respect to the granting of the final court order; and the expected
completion date of the Arrangement.
By its nature, forward-looking information is subject to risks
and uncertainties which may be beyond the ability of FirstService
to control or predict. The actual results, performance or
achievements of Colliers International or "new" FirstService
Corporation could differ materially from those expressed or implied
by forward-looking information. Factors that could cause actual
results, performance, achievements or events to differ from current
expectations include, among others, risks and uncertainties related
to: obtaining approvals, waivers, rulings, court orders and
consents, or satisfying other requirements, necessary or desirable
to permit or facilitate completion of the Arrangement (including
regulatory approvals and a Canadian tax ruling); future factors
that may arise making it inadvisable to proceed with, or advisable
to delay, all or part of the Arrangement; the operations and
financial condition of Colliers International and "new"
FirstService Corporation as separately traded public companies,
including the reduced industry and geographical diversification
resulting from this separation; the impact of the Arrangement on
the trading prices for, and market for trading in, the shares of
FirstService, Colliers International and "new" FirstService
Corporation; the potential for significant tax liability for a
violation of the tax-deferred spinoff rules; the potential benefits
of the Arrangement; business cycles, including general economic
conditions in the countries in which Colliers International and
"new" FirstService Corporation operate, which will, among other
things, impact demand for services and the cost of providing
services; the ability of each of Colliers International and "new"
FirstService Corporation to implement its business strategy,
including their ability to acquire suitable acquisition candidates
on acceptable terms and successfully integrate newly acquired
businesses with its existing businesses; changes in or the failure
to comply with government regulations; changes in foreign exchange
rates; increased competition; credit of third parties; changes in
interest rates; and the availability of financing. Additional
information on certain of these factors and other risks and
uncertainties that could cause actual results or events to differ
from current expectations can be found in FirstService's Annual
Information Form for the year ended December 31, 2014 under the
heading "Risk Factors" (which factors are adopted herein and a copy
of which can be obtained at www.sedar.com). Certain risks and
uncertainties specific to the proposed Arrangement, Colliers
International and "new" FirstService Corporation are further
described in the Circular. Other factors, risks and uncertainties
not presently known to FirstService or that FirstService currently
believes are not material could also cause actual results or events
to differ materially from those expressed or implied by statements
containing forward-looking information.
Readers are cautioned not to place undue reliance on statements
containing forward-looking information that are included in this
press release, which are made as of the date of this press release,
and not to use such information for anything other than their
intended purpose. FirstService disclaims any obligation or
intention to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
CONTACT: COMPANY CONTACTS:
Jay S. Hennick
Founder & CEO
(416) 960-9500
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500
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