TORONTO, ONTARIO--(CCNMatthews - Feb. 3, 2006) -
(Not for dissemination in the United States of America)
Multi-Glass International Corp. ("Multi-Glass" or the "Corporation") (TSX VENTURE:MSS) today announced that it has entered into a business combination agreement with 2044278 Ontario Inc. ("OntarioCo") and 1215325 Alberta Ltd. ("AlbertaCo"), pursuant to which Multi-Glass will be acquired by OntarioCo and taken private, subject to the receipt of all required shareholder and regulatory approval (the "Amalgamation"). Pursuant to the terms of the Amalgamation, the shareholders of Multi-Glass will receive $0.03 per share. The shares of Multi-Glass last traded on TSX Venture at $0.02 per share. The board of directors of Multi-Glass has received a valuation from Evans & Evans Inc. which concludes that the fair market value of the shares is within a range of $0 to $0.068 per share.
About OntarioCo
OntarioCo is a private company incorporated under the laws of Ontario. The principal office of OntarioCo is located in Toronto.
The principal shareholders of OntarioCo are Eaman Children Trust II and 1624365 Ontario Ltd., who own 50% of the outstanding OntarioCo common shares, respectively.
OntarioCo is a holding company whose sole assets are two debentures of Multi-Glass in the aggregate principal amount of $391,000.
Directors and Officers of OntarioCo
The current directors of OntarioCo are Shawn T. Tilson and John C. Charles.
Summary of the Proposed Transaction
Multi-Glass has entered into a non-arm's length business combination agreement dated February 2, 2006 with OntarioCo and AlbertaCo, a wholly-owned subsidiary of OntarioCo, pursuant to which the Corporation and AlbertaCo have agreed to complete the Amalgamation to form a new company called Multi-Glass International Corp. ("NewCo"). The Amalgamation is subject to the policies of the TSX Venture Exchange Inc. ("TSX Venture").
Pursuant to the terms of the Amalgamation, the holders of the common shares of Multi-Glass will receive one $0.03 class A preference share of NewCo (the "NewCo Preference Shares") for each common share of Multi-Glass owned which will immediately be redeemed by NewCo for $0.03 per share cash on the effective date of the Amalgamation.
After completion of the Amalgamation, NewCo will forthwith apply to cease to be a reporting issuer and will no longer meet the requirements and cease to be listed on TSX Venture Exchange.
The Business Combination will be a non-arm's length transaction. Keith F. Eaman is a director of the Corporation and Eaman Children Trust II, a trust for the benefit of members of Mr. Eaman's family, is currently a 50% shareholder of OntarioCo. Consequently, the completion of the Amalgamation is also subject to compliance with Ontario Securities Commission Rule 61-501 which requires, among other things, an independent valuation of Multi-Glass and majority of the minority approval. In connection therewith, Multi-Glass has retained Evans & Evans, Inc. to provide an opinion that the Amalgamation is fair from a financial point of view to the shareholders of Multi-Glass (the "Fairness Opinion"). The Board of Directors of Multi-Glass has also obtained an independent valuation from Evans & Evans Inc. as to the fair market value of the common shares of Multi-Glass, the full details of which will be disclosed in the Information Circular.
The completion of the Amalgamation is subject to the approval of the TSX Venture and all other necessary regulatory approval. The completion of the Amalgamation is also subject to additional conditions precedent, including shareholder approval of the Corporation (majority of the minority, as well as two-thirds approval), the receipt of the Fairness Opinion and certain other usual conditions.
As indicated above, completion of the Amalgamation is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Amalgamation cannot close until the required shareholder approval is obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Information Circular of the Corporation to be prepared in connection with the Amalgamation, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Factors that might cause a difference include, but are not limited to, market acceptance of principal products, the impact of competitive products and technologies. Multi-Glass will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Multi-Glass.
FOR FURTHER INFORMATION PLEASE CONTACT:
Multi-Glass International Corp. Bob Fellows President (416) 798-3900 ext. 212
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Amalgamation and has neither approved nor disapproved the contents of this press release.
© CCNMatthews
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