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Amalgamation of Antigua and 44016 Yukon
28
Apr '10
Antigua Enterprises Inc announced the completion of the amalgamation of 44016 Yukon Inc., a wholly-owned subsidiary of Ashley NA, LLC, and Antigua Enterprises Inc. The Amalgamation was approved by the shareholders of Antigua at a special meeting held on April 23, 2010, including a majority of the minority shareholders. The amalgamated entity will continue under the name Antigua Enterprises Inc.

Following the expiry of Ashley NA, LLC's takeover bid for all of the shares of Antigua, Ashley held approximately 96% of the shares of Antigua. Pursuant to the terms set out in the takeover bid circular dated January 12, 2010, Ashley, in the event that it did not acquire all of the shares of Antigua pursuant to the takeover bid, had proposed a second stage transaction pursuant to which Ashley would acquire the remaining shares of Antigua. Consequently, it was proposed that Antigua and 44016 (a wholly-owned subsidiary of Ashley) would be amalgamated, resulting in all shareholders of Antigua, other than Ashley, having their shares of Antigua exchanged for redeemable preferred shares in the amalgamated company which would be redeemed, immediately after completion of the Amalgamation, at a price of US$0.31 per share, being the same consideration as offered and paid to the shareholders who tendered pursuant to Ashley's takeover bid.

To effect the redemption, 44016 has deposited with Computershare Investor Services Inc., as agent for the amalgamated entity, the total consideration payable for the shares to be redeemed and will pay the redemption price to Antigua shareholders (other than Ashley and its affiliates) upon deposit of the certificates representing the common shares of Antigua formerly held by them. Deposits of certificates should be effected using the Letter of Transmittal that was mailed to the registered shareholders of Antigua together with the management proxy circular of Antigua dated March 30, 2010 (the “Meeting Circular”). Shareholders of Antigua should refer to the Meeting Circular and the Letter of Transmittal for further instructions on how to surrender their Antigua share certificates and receive the redemption price under the terms of the Amalgamation.

Upon filing and acceptance of the Articles of Amalgamation, the board of directors of the amalgamated company consisted solely of Neil Morton. The former directors of Antigua will not serve as directors of the amalgamated company.

As the amalgamated company is now a wholly-owned subsidiary of Ashley, the company intends to immediately apply to the TSX Venture Exchange to delist its shares as well as apply to the relevant provincial securities commissions to cease to be a reporting issuer.

Antigua Group Inc


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