Anthony Clark - Share Purchase Agreement and Shareholder Approval of Sale Transaction
PR-Inside.com: 2014-04-16 18:30:48
Calgary, Alberta (FSCwire) - Calgary, Alberta, Canada, April 16, 2014 - ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD. (TSX Venture Exchange: ACL) (the "Corporation") announces that further to previous press releases dated March 13, 2014 and April 8, 2014, the Corporation has entered into a share purchase agreement with Canada Brokerlink Inc. for the sale of all of the shares of Anthony Clark Insurance Brokers Ltd. held by the Corporation for cash consideration of approximately CAN$13,000,000 Sale Transaction, subject to adjustment in certain circumstances. The shareholders of the Corporation have approved: (i) the Sale Transaction, which represents the sale of all or substantially all of the Corporation’s assets; (ii) the delisting of the Corporation from the TSX Venture Exchange Exchange or, in the alternative, the transfer of the listing of the Corporation’s shares to the NEX Board of the Exchange De-Listing and (iii) the potential liquidation and dissolution of the Corporation (the “Winding Up.
Further, the resolutions authorizing the Sale Transaction and Winding Up were each approved by a special resolution of more than two-thirds of the votes cast by shareholders present or represented by proxy at the special meeting of shareholders (the “Meeting held on April 14, 2014. The Sale Transaction and Winding Up were also approved by a majority of votes cast by shareholders present or represented by proxy at the Meeting, excluding the votes cast by certain interested parties. The resolutions authorizing the De-Listing were approved by an ordinary resolution of a majority of votes cast by shareholders present or represented by proxy at the Meeting, excluding the votes of the Corporation’s officers, directors and insiders, pursuant to the Exchange policies.
The closing of the Sale Transaction is expected to occur on May 1, 2014. The closing of the Sale Transaction, the De-Listing and the Winding Up remain subject to the conditions and risk factors described in Corporation’s Management Information Circular dated March 17, 2014. The Sale Transaction also remains subject to final regulatory approval. It is anticipated that the initial distribution of the available proceeds from the Sale Transaction will be made to shareholders thirty (30) to sixty (60) days following the closing of the Sale Transaction whether or not the De-Listing or the Winding-Up are implemented. Further information regarding the De-Listing, Winding Up and the amount and timing of distributions to shareholders will be provided in subsequent press releases as such information becomes available.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
For further information please contact:
Anthony Clark International Insurance Brokers Ltd.
Mr. Tony Consalvo, President and CEO
Telephone: (403) 225-5100
Except for the historical information contained herein, this press release contains statements that constitute forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that may cause or contribute to such differences include, among other things, the Corporation’s ability to close the proposed transaction. Other risks and uncertainties include changes in business conditions and the economy in general, changes in governmental regulations, unforeseen litigation and other risk factors identified in the Corporation’s public filings under “Risk Factors The Corporation undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this press release.
On behalf of
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
Tony Consalvo, CEO
To view this press release as a PDF file, click onto the following link:
Source: Anthony Clark International Insurance Brokers Ltd. (TSX Venture:ACL) www.anthonyclarkinsurance.com
Maximum News Dissemination by FSCwire. www.fscwire.com
Copyright © 2014 Filing Services Canada Inc.