CALGARY, AB, Dec. 16, 2021 /CNW/ - PFB Corporation (TSX: PFB) ("PFB" or the "Corporation") is pleased to announce that today at its special meeting of shareholders (the "Meeting"), the shareholders of PFB (the "PFB Shareholders") passed a special resolution (the "Arrangement Resolution") approving a statutory arrangement (the "Arrangement") pursuant to Section 193 of the Business Corporations Act (Alberta), pursuant to which PFB Canada Bidco, Inc. (the "Purchaser"), an affiliate of The Riverside Company, has agreed to acquire all outstanding common shares of PFB ("PFB Shares") for cash consideration of CAD $24.10 per PFB Share (the "Transaction") subject to certain closing conditions.
The Arrangement Resolution was required to be passed by a majority of not less than 662/3% of the votes cast by PFB Shareholders, either in person or by proxy, at the Meeting. A total of 4,847,667 PFB Shares (approximately 71.32% of the issued and outstanding PFB Shares) were represented at the Meeting in person or by proxy. The Arrangement Resolution was approved by 99.33% of the votes cast by PFB Shareholders, either in person or by proxy, at the Meeting.
The Corporation has also obtained a final order from the Court of Queen's Bench of Alberta approving the Arrangement.
PFB expects closing of the Arrangement to occur on or about December 17, 2021.
For details of the voting results on the Arrangement Resolution, see PFB's Report of Voting Results filed pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations under PFB's profile on SEDAR at www.sedar.com.
In order for registered PFB Shareholders to receive the cash consideration to which they are entitled pursuant to the Arrangement, registered PFB Shareholders are required to deposit the certificate(s) or direct registration statement advice(s) representing the PFB Shares held by them along with a validly completed and executed letter of transmittal with Alliance Trust Company ("Alliance"), the depositary appointed by the Corporation and the Purchaser in relation to the Arrangement. Letters of transmittal were previously sent to registered PFB Shareholders with the other materials for the Meeting. Non-registered PFB Shareholders will receive the cash consideration for their PFB Shares through their account with their broker, investment dealer, financial institution, trust company or other intermediary. All questions, including any request for another letter of transmittal, should be directed to Alliance, which can be contacted at 1-877-537-6111 (toll free) or 1-403-237-6111 (outside North America) or inquiries@alliancetrust.ca.
Additional information regarding the Arrangement is provided in the management information circular of PFB dated November 16, 2021, which is available on the SEDAR website at www.sedar.com on PFB's profile.
About PFB
PFB has two operating subsidiaries, Plasti-Fab Ltd. that operates in Canada and PFB America Corporation that operates in the United States. The Canadian segment primarily derives its revenues from the sale of expanded polystyrene ("EPS") foam products, which it manufactures at its facilities in Canada. The USA segment primarily derives its revenues from the sale of EPS foam products, customized log and timber structures made at its facilities in the United States, which typically include design and installation services that together provide the basis for a bundled sale of its manufactured products. Both segments develop, manufacture and market insulation building products and technologies based on expanded polystyrene technology; that, when used as components of a building envelope, enable residential and commercial structures to be highly energy-efficient. We are also experts in engineered geotechnical applications of our products. PFB building products are used in both new and renovation markets in residential, commercial and industrial projects.
PFB is listed for trading on the Toronto Stock Exchange under the symbol "PFB".
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of PFB as of the date of this press release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. In particular, this press release contains, without limitation, forward-looking information and statements pertaining to the expected closing date of the Transaction.
With respect to the forward-looking statements contained in this press release, PFB has made assumptions, including but not limited to expectations and assumptions concerning completion of the Arrangement on the terms and on the timing contemplated by management. Although PFB believes that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that forward-looking statements will not occur. These risks and uncertainties include, without limitation, the failure of PFB and the Purchaser to obtain necessary approvals, or to otherwise satisfy the conditions to completion of the Transaction, in a timely manner, or at all. The forward-looking statements contained in this press release are made as of the date hereof and PFB does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Readers are cautioned that the forgoing lists of factors are not exhaustive. Additional information on these and other factors are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) and at PFB's website (https://www.pfbcorp.com/). Furthermore, the forward-looking statements contained in this press release are made as at the date of this press release and PFB does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
SOURCE PFB Corporation
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