Mr. Wayne Wadley of CERF reports
CERF INCORPORATED AND WINALTA INC. COMPLETE PLAN OF ARRANGEMENT
CERF Inc. and Winalta Inc. have completed the previously announced plan of arrangement between CERF, Winalta and the shareholders of Winalta. The arrangement combines CERF's oil field rentals, waste management and construction rentals businesses with Winalta's oil field accommodation rentals business. The combined company will continue operations as CERF and trade on the TSX Venture Exchange under the symbol "CFL."
At the special meeting of Winalta shareholders held on Aug. 26, 2014, the arrangement was approved by 99.95 per cent of the votes cast. The arrangement was also approved by the Court of Queen's Bench of Alberta on Aug. 26, 2014.
At the special meeting of CERF shareholders held on Aug. 26, 2014, the issuance of common shares of CERF under the arrangement, resulting in the creation of a "control person" (as defined in the policies of the TSX-V), was approved by 99.87 per cent of the votes cast, and shareholders approved the election of seven directors of CERF, being Wayne Wadley, Ken Stephens, William C. Guinan and David Maplethorpe, current directors of CERF, and J. Blair Goertzen, Bradley R. Munro and Alfred Sailer, three nominees of Winalta.
Pursuant to the arrangement, CERF acquired all of the issued and outstanding common shares of Winalta, including those shares that were issued upon the exercise of options to acquire Winalta shares granted under Winalta's option plan. The former holders of Winalta shares received 0.3352 of a CERF share for each Winalta share held. Under the arrangement, CERF issued approximately 14,456,717 CERF shares and assumed $19.3-million of Winalta net debt, inclusive of transaction costs. After giving effect to the arrangement, CERF has approximately 34,219,340 CERF shares outstanding. Concurrent with the arrangement, CERF entered into new syndicated credit facilities of $65-million.
Each of the directors and officers of Winalta have resigned, and Mr. Wadley and Mr. Stephens have been appointed as directors, with Mr. Wadley also being appointed as president and chief executive officer, and Mr. Stephens being appointed vice-president, finance, and chief financial officer.
With the completion of the arrangement, it is anticipated that the Winalta shares will be delisted from the TSX-V. Winalta shareholders who have not already done so should submit their certificates representing Winalta shares to Valiant Trust Company, the depositary agent pursuant to the arrangement, together with letters of transmittal, in accordance with the instructions set out therein in order to receive the CERF shares they are entitled to receive pursuant to the arrangement. Letters of transmittal were previously sent to Winalta shareholders and additional copies may be obtained by contacting Valiant Trust Company by telephone at 1-866-313-1872 or by e-mail at inquiries@valianttrust.com.
Mr. Wadley, president and CEO, commented: "We are pleased to have completed this strategic combination. On behalf of the board of directors and our entire team, I would like to welcome the employees and shareholders of Winalta to CERF. Together we will continue to grow this business and provide value for both our new and existing shareholders."
A detailed description of the arrangement is contained in the joint information circular of CERF and Winalta dated July 25, 2014, a copy of which is available on SEDAR.
AltaCorp Capital Inc. acted as financial adviser to Winalta with respect to the arrangement.
We seek Safe Harbor.
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