|Delayed - 09/29 04:00:00 pm|
Horizon North Logistics Inc :. Announces Mailing of Management Information Circular Reconfirmation of Board Recommendations
|05/01/2020 | 08:11am|
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
The Transaction is expected to create a leading support services company in
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,
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
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.
Shareholders of record at the close of business on
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.
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
Dexterra operates in the outsourced support services industry across
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
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.
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