HORIZON NORTH LOGIST

HNL
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Horizon North Logistics Inc :. Announces Mailing of Management Information Circular Reconfirmation of Board Recommendations

05/01/2020 | 08:11am

Horizon North Logistics Inc. ('Horizon North' or the 'Corporation') (TSX: HNL.TO) today announces that it has mailed a management information circular dated April 23, 2020 and related voting materials (the 'Meeting Materials') to holders ('Shareholders') of common shares ('Horizon Shares'), in respect of the special meeting of Shareholders to be held at 10:00 a.m. (Calgary time) on May 26, 2020 (the 'Meeting').

The Meeting has been called to approve the issuance of Horizon Shares, and other related matters, in connection with the previously announced transaction (the 'Transaction') with 10647802 Canada Limited, operating as Dexterra Integrated Facilities Management ('Dexterra'), a subsidiary of Fairfax Financial Holdings Limited (TSX: FFH and FFH.U) ('Fairfax Financial'). Pursuant to the Transaction, Horizon North will acquire all of the issued and outstanding shares of Dexterra in exchange for such number of Horizon Shares such that upon completion of the Transaction, Fairfax Financial will control 49% of Horizon Shares on a fully-diluted basis.

The Transaction

The Transaction is expected to create a leading support services company in Canada with a diversified portfolio of value-added services, end-markets and geographies, with the scale, capability and access to talent which will allow it to deliver on significant future growth opportunities. The Transaction will also result in significant cost savings and cross selling opportunities that will benefit all of Horizon North's stakeholders, including Shareholders, employees, partners and customers. Upon closing of the Transaction, existing Shareholders will own a 51% equity stake in the combined company.

Holders of approximately 21.39% of the outstanding Horizon Shares (which includes each of the directors and certain executive officers of Horizon North, together with its largest shareholder, Polar Asset Management Partners Inc.) have entered into voting support agreements to vote in favour of the Transaction. Moreover, despite the uncertain global environment that has been caused by the COVID-19 pandemic, Horizon North, Dexterra and Fairfax Financial remain fully supportive and committed to closing the Transaction in May 2020.

Closing of the Transaction remains subject to approval by Shareholders at the Meeting, as well as the satisfaction or waiver of certain customary closing conditions that have not yet been satisfied. Subject to the satisfaction or waiver of all of the conditions to the Transaction, the Transaction is expected to be completed in late May 2020. The parties received Competition Act approval on April 17, 2020 and conditional listing approval from the TSX on April 22, 2020.

Meeting Materials

The Meeting Materials contain important information regarding the Transaction, how Shareholders can vote at the Meeting and a summary of the events leading up to the Transaction, including the reasons that led the board of directors of Horizon North (the 'Horizon Board') to unanimously determine that the Transaction is fair and in the best interest of the Corporation. The Horizon Board unanimously recommends that Shareholders vote in favour of an ordinary resolution to approve the issuance of Horizon Shares pursuant to the Transaction (the 'Share Issuance Resolution') at the Meeting.

The Meeting

Shareholders of record at the close of business on April 22, 2020 will be entitled to vote at the Meeting. In light of the current COVID-19 pandemic and to mitigate health and safety risks, the Meeting will be held in a virtual only format via live audio webcast.

The Share Issuance Resolution must be approved by a majority of the votes cast by Shareholders entitled to vote at the Meeting. It is a condition to completion of the Transaction that Shareholders approve the Share Issuance Resolution.

Attending and Voting at the Meeting

Registered Shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://web.lumiagm.com/187053516. Non-registered Shareholders, who have not duly appointed themselves as a proxyholder, can attend the Meeting as guests and will be able to listen to the Meeting, but will not be able to ask questions or vote at the Meeting.

Full details on how to attend and participate in the Meeting are provided in the Meeting Materials. AST Trust Company (Canada) can assist Shareholders with voting their Horizon Shares and may be contacted toll-free at 1-800-387-0825.

The Corporation encourages Shareholders to vote their Horizon Shares prior to the Meeting, following the instructions set out in the instrument of proxy or voting instruction form received by such Shareholders.

About Horizon North

Horizon North is a publicly listed corporation (TSX: HNL.TO) providing a full range of industrial, commercial, and residential products and services. Horizon North's Industrial Services division supplies workforce accommodations, camp management services, access solutions, maintenance and utilities. Horizon North's Modular Solutions division integrates modern design concepts and technology with state of the art, offsite manufacturing processes; producing high quality building solutions for commercial and residential offerings including offices, hotels, and retail buildings, as well as distinctive single detached dwellings and multifamily residential structures. As a result of Horizon North's diverse product and service offerings, the Corporation is uniquely positioned to meet the needs of its customers in numerous sectors, anywhere in Canada.

About Dexterra

Dexterra operates in the outsourced support services industry across Canada, specializing in facilities management and workforce accommodations and forestry, and provides those services to a diverse base of clients in both the public and private sector. Client segments served include aviation, defence, government, healthcare, education, retail, industrial, commercial, hospitality, mining and oil and gas. Dexterra has 8 regional office locations supporting operations in 11 of 13 provinces and territories of Canada. Website: dexterra.com.

Corporate Information

Additional information related to Horizon North, including the Corporation's annual information form, press releases, financial statements and management's discussion and analysis are available on SEDAR at www.sedar.com. For further information, please contact Rod Graham, President and Chief Executive Officer or Scott Matson, Senior Vice President and Chief Financial Officer, 900, 240 - 4th Avenue S.W., Calgary, Alberta T2P 4H4; Telephone (403) 517 4654, Fax (403) 517 4678. Website: www.horizonnorth.ca.

Forward-looking Statements

This news release contains certain statements or disclosures relating to Horizon North that are based on the expectations of its management as well as assumptions made by and information currently available to Horizon North which may constitute forward-looking statements or information ('forwardlooking statements') under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Horizon North anticipates or expects may, could or will occur in the future (in whole or in part) should be considered forward looking statements. In some cases, forward looking statements can be identified by the use of the words 'anticipate', 'will', 'expected', 'continues', 'future', 'opportunity', 'believe' and similar expressions.

Forward-looking statements include, but are not limited to, statements with respect to: timing of the Meeting, timing and certainty regarding completion of the Transaction, including the ability of Horizon North and Dexterra to obtain necessary approvals and fulfil the conditions precedent to the Transaction; the anticipated benefits of the Transaction and features of the combined company, including the ability of the combined company to deliver on future growth opportunities, achieve cost savings and cross-selling opportunities and benefit stakeholders; anticipated timing for closing of the Transaction and the belief that the combined entity will be in a better position to navigate the current economic environment.

The forward looking statements contained in this news release reflect several material factors and expectations and assumptions of Horizon North including, without limitation, factors and expectations concerning: the general continuance of current or, where applicable, assumed industry and economic conditions; the ability to continue operations in response to the COVID 19 pandemic; the receipt, in a timely manner, of Shareholder approval in respect of the Transaction; the benefits of the Transaction and the combined company and anticipated synergies.

Horizon North believes the material factors, expectations and assumptions reflected in the forward looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct, including in respect of the COVID 19 pandemic and the current economic environment. The forward looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking statements including, without limitation: general economic, market and business conditions, including in light of the COVID 19 pandemic; the risks that the parties will not receive required approvals to complete the Transaction or may not be able to satisfy the other conditions to closing and the Transaction may not close; the ability of Horizon North to integrate Dexterra's business into its business and operations and realize financial, operational and anticipated synergies and benefits; the resources required to integrate Horizon North and Dexterra in connection with the Transaction and certain other risks detailed from time to time in Horizon North's public disclosure documents including, without limitation, those risks identified in this news release, and in Horizon North's annual information form, copies of which are available on Horizon North's SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward looking statements.

The forward looking statements contained in this news release are made as of the date hereof and the Corporation undertakes no obligations to update publicly or revise any forward looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Contact:

Tel: 1-866-305-6565

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