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Apparel retailer CFS allows Alberta merger
31 Dec '05
2 min read
Upscale fashion wear retailer CFS International Inc announced that shareholders of CFS approved the amalgamation of CFS with 1205160 Alberta Ltd (Newco).
Alberta is a wholly-owned subsidiary of CFS' controlling shareholder, Ports International Enterprises Ltd (PIEL), and matters related thereto with 99.9 percent of the shareholders of CFS and 99.4 percent of the minority shareholders of CFS who voted at the special meeting of CFS shareholders held today voting in favour of the transaction.
CFS also announced that the conditions to proceeding with the amalgamation have been satisfied or waived and, accordingly, it is expected that the necessary amalgamation documentation will be filed today in order to complete the amalgamation of CFS and Newco effective January 1, 2006.
It is expected that preferred shares of the amalgamated corporation (Amalco) will be redeemed not earlier than 30 days and not later than 60 days following the effective date of the amalgamation for a redemption amount of $3.75 per share.
CFS shareholders may elect to sell their Amalco preferred shares to another wholly-owned subsidiary of PIEL for a purchase amount of $3.75 per share following the amalgamation and before the redemption of the Amalco preferred shares. Upon completion of the amalgamation and the redemption of the Amalco preferred shares, Amalco will be a wholly-owned subsidiary of PIEL and its shareholders.
CFS' shares are currently listed on the TSX Venture Exchange (the Exchange) under the symbol 'CFY'. Trading on the Exchange of CFS' shares ceased as of the close of business on December 29, 2005 pending the outcome of the special meeting of CFS shareholders.
Alberta is a wholly-owned subsidiary of CFS' controlling shareholder, Ports International Enterprises Ltd (PIEL), and matters related thereto with 99.9 percent of the shareholders of CFS and 99.4 percent of the minority shareholders of CFS who voted at the special meeting of CFS shareholders held today voting in favour of the transaction.
CFS also announced that the conditions to proceeding with the amalgamation have been satisfied or waived and, accordingly, it is expected that the necessary amalgamation documentation will be filed today in order to complete the amalgamation of CFS and Newco effective January 1, 2006.
It is expected that preferred shares of the amalgamated corporation (Amalco) will be redeemed not earlier than 30 days and not later than 60 days following the effective date of the amalgamation for a redemption amount of $3.75 per share.
CFS shareholders may elect to sell their Amalco preferred shares to another wholly-owned subsidiary of PIEL for a purchase amount of $3.75 per share following the amalgamation and before the redemption of the Amalco preferred shares. Upon completion of the amalgamation and the redemption of the Amalco preferred shares, Amalco will be a wholly-owned subsidiary of PIEL and its shareholders.
CFS' shares are currently listed on the TSX Venture Exchange (the Exchange) under the symbol 'CFY'. Trading on the Exchange of CFS' shares ceased as of the close of business on December 29, 2005 pending the outcome of the special meeting of CFS shareholders.
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