ISS and Glass Lewis Support Plan of Arrangement Between Dominion Diamond and The Washington Companies
07 Septiembre 2017 - 5:15PM
Business Wire
Dominion Diamond Corporation (TSX: DDC, NYSE: DDC) (the
“Company” or “Dominion”) today announced that Institutional
Shareholder Services, Inc. (“ISS”) and Glass, Lewis & Co., LLC
(“Glass Lewis”), two leading independent proxy advisory firms, have
both recommended that shareholders of Dominion vote FOR the
special resolution (the “Arrangement Resolution”) at the upcoming
special meeting (the “Meeting”) of the shareholders to approve a
statutory Plan of Arrangement (the “Arrangement”) pursuant to which
Northwest Acquisitions ULC, an entity affiliated with The
Washington Companies, will acquire all of the issued and
outstanding common shares of Dominion for a cash consideration of
US$14.25 per share.
In their analysis, both ISS and Glass Lewis acknowledged the
substantial premium for shareholders, the certainty of value and
liquidity to shareholders due to the all-cash consideration, and
the robust auction process, as factors supporting a FOR
recommendation.
The Board of Directors of the Company, based in part on the
recommendation of the special committee of independent directors,
has unanimously determined that the Arrangement is in the best
interests of the Company and has unanimously recommended that the
shareholders vote FOR the Arrangement Resolution.
Your vote is very important. Shareholders should vote FOR the
Arrangement Resolution using the proxy or voting instruction form
sent to them in advance of the voting deadline of 10:00 a.m.
(Calgary time) on September 15, 2017. The meeting of Dominion
shareholders to approve the Arrangement is scheduled for 10:00 a.m.
(Calgary time) on September 19, 2017, at 444-7 Avenue SW, 2nd
Floor, Conference Room A and B, Calgary, Alberta.
Copies of the Notice of Special Meeting, the Management
Information Circular of the Company dated August 15, 2017, and
related documents have been filed under Dominion’s profile on the
System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com as well as the Electronic Data Gathering, Analysis,
and Retrieval system (EDGAR) at https://www.sec.gov/edgar/.
Shareholders who have questions regarding the Arrangement or
require assistance with voting may contact the Company’s strategic
shareholder advisor and proxy solicitation agent below:
Kingsdale AdvisorsToll free (in North America):
1-888-518-6805International collect (outside North America):
1-416-867-2272Email: contactus@kingsdaleadvisors.com
About Dominion Diamond CorporationDominion Diamond
Corporation is a Canadian mining company and one of the world’s
largest producers and suppliers of premium rough diamond
assortments to the global market. The Company operates the Ekati
Diamond Mine, in which it owns a controlling interest, and owns 40%
of the Diavik Diamond Mine, both of which are located in the low
political risk environment of the Northwest Territories in Canada.
It also has world-class sorting and selling operations in Canada,
Belgium and India.
Forward-Looking StatementsCertain statements included in
this news release may be considered forward-looking. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from those implied by such statements,
and therefore these statements should not be read as guarantees of
future performance or results. All forward-looking statements are
based on the Company’s current beliefs as well as assumptions made
by and information currently available to the Company.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
news release. Due to risks and uncertainties, including the risks
and uncertainties identified by the Company in its public
securities filings available at www.sec.gov and www.sedar.com,
actual events may differ materially from current expectations. The
Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
For more information, please visit
www.ddcorp.ca, or contact:Investors:
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version on businesswire.com: http://www.businesswire.com/news/home/20170907006751/en/
Dominion Diamond CorporationJacqueline Allison,
416-205-4371Vice-President, Investor
Relationsjacqueline.allison@ddcorp.caorCanadian Media:DFH Public
AffairsIan Hamilton, 416-206-0118 x222orUS Media:Gagnier
CommunicationsDan Gagnier, 646-569-5897
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