RICHMOND, BC, May 16, 2019 /CNW/ - Helijet International
Inc. (TSX-V: HJI) ("Helijet" or the "Corporation") further
to the Corporation's news release dated April 18, 2019, the Corporation announces that it
has entered into an arrangement agreement dated May 15, 2019 with Danny
Sitnam (the "Purchaser"), the Corporation's President
and Chief Executive Officer (the "Arrangement Agreement")
whereby the Corporation will effect a going private transaction
through a statutory plan of arrangement under Section 192(1)(f.1)
of the Canada Business Corporations Act, (the
"Arrangement"). Approximately 88% of the common shares
of Helijet are held by insiders and their extended family and one
other extended family (the "Non Participating
Shareholders"). Pursuant to the Arrangement Agreement, Mr.
Sitnam will acquire the remaining 12% of the common shares held by
public shareholders.
If the Arrangement is approved, all of the Corporation's common
shares not held by Non Participating Shareholders will be acquired
by the Purchaser at a price of $0.30
per common share (the "Consideration"). Following
completion of the Arrangement, Helijet will apply to have its
common shares delisted from the TSX Venture Exchange and it will
also apply to the applicable Canadian securities regulatory
authorities to cease to be a reporting issuer in each province in
which it currently reports.
The Non Participating Shareholders have advised the Purchaser
that they will enter into non-participation agreements amongst the
Corporation and Mr. Sitnam, whereby they agree that they will not
participate in the Arrangement. In addition, the holders of
options to purchase common shares of Helijet have entered into
agreements with the Purchaser to terminate of their options in
consideration of a cash payment by the Purchaser of $0.10 per underlying option share.
The Arrangement is subject to court approval and shareholder
approval. A special meeting of shareholders of the
Corporation is scheduled for June 19,
2019 (the "Meeting") at which the Arrangement must be
approved by 2/3rds of the voting common shares and by 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 ("MI-61-101"). The votes of the
Purchaser and Non-Participating Shareholders will be included in
the 2/3rds corporate approval but not in the approval by the
"majority of the minority" pursuant to MI 61-101. If approved
at the Meeting, Helijet expects the Arrangement to be effective on
or before September 16, 2019 (the
"Effective Date").
The Board has received a valuation from chartered business
valuators Evans & Evans, Inc. (the "Valuation") in
connection with the Arrangement. On the basis of its review,
including the Valuation which set a range of $0.27 to $0.28 on
the Helijet Shares, the Board has unanimously resolved to recommend
to holders of the Helijet common shares to vote in favor of the
Arrangement. Evans & Evans, Inc. also provided the Board
with their opinion, that the Consideration was fair, from a
financial point of view, to the Public Shareholders. The
Valuation and a written opinion regarding the fairness, from a
financial point of view, of the Consideration to the Public
Shareholders, will be included in Helijet's management information
circular for the Meeting, a copy of which will be mailed to each
Helijet shareholder and will also be available under Helijet's
profile at www.sedar.com.
The Arrangement is subject to the following conditions: (i)
completion of financing of the purchase price by the Purchaser;
(ii) dissent rights not being exercised with respect to more than
5% of Helijet Shares; (iii) Non-Participating Shareholders entering
into release agreements with Helijet and the Purchaser; (iv) court
and Helijet shareholder approval; and (v) completion by
September 16, 2019.
Helijet does not access the public markets to raise money and
the shares of the Corporation are thinly traded. The going private
transaction will eliminate the burden of continuing as a reporting
issuer. Under applicable securities laws a broad range of
regulatory obligations are imposed on companies, such as Helijet,
with public shareholders, including the provision of quarterly
financial statements and information to shareholders, mandatory
solicitation of proxies for annual meetings, increased insurance
costs, transfer agent and stock exchange fees and compliance cost,
and shareholder communication costs. These regulatory
requirements necessitate the employment of independent accountants,
financial consultants, printers, lawyers and other skilled
personnel. Helijet believes that the present and anticipated
time and costs entailed in meeting the additional disclosure
and other regulatory obligations to which public companies are
subject cannot be justified in view of Helijet's present business
strategy, including it having a limited number of public
shareholders.
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 adequacy or
accuracy of this release.
Caution Regarding Forward-Looking Information Forward-looking
statements - Certain information set forth in this news release may
contain forward-looking statements that involve substantial known
and unknown risks and uncertainties. Forward-looking
statements are often, but not always, identified by words such as
"believes", "may", "likely", "plans", or similar words.
Forward-looking statements included in this news release include
statements with respect to (i) the Corporation's plan to not have
any Public Shareholders; (ii) the Corporation's plan to de-list
from the TSX Venture Exchange; (iii) the Corporation's plan to
apply to cease being a reporting issuer; (iv) expectations
regarding the Consideration to be paid to the Public Shareholders;
and (v) expectations about the Arrangement's Effective Date.
These forward-looking statements are subject to numerous risks and
uncertainties, certain of which are beyond the control of the
Corporation, including, but not limited to the impact of general
economic conditions, industry conditions, currency fluctuations,
and dependence upon regulatory approvals. The Arrangement is
subject to several conditions including (i) completion of financing
by the Purchaser; (ii) dissent rights not being exercised with
respect to more than 5% of the Helijet Shares; (iii)
Non-Participating Shareholders entering into release agreements
with Helijet and the Purchaser; (iv) court and Helijet shareholder
approval; and (v) completion of the Arrangement by September 16, 2019. There is no
guarantee all of these conditions will be satisfied. If any
of the conditions to the Arrangement are not satisfied, the
Arrangement may not be completed. Readers should not assume that
any or all of the conditions will be met or that the Arrangement
will be completed by the target date. Readers are cautioned
that the assumptions used in the preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on the
forward-looking statements. The Corporation does not assume
any obligation to update the forward-looking statements to reflect
changes in assumptions or circumstances other than as required by
applicable law.
SOURCE Helijet International Inc.