21:32:47 EDT Thu 18 Apr 2024
Enter Symbol
or Name
USA
CA



Crosswinds Holdings Inc
Symbol CWI
Shares Issued 9,152,799
Close 2018-08-14 C$ 2.00
Market Cap C$ 18,305,598
Recent Sedar Documents

Crosswinds garners court order re monetization event

2018-08-16 08:41 ET - News Release

Mr. J. Roy Pottle reports

CROSSWINDS OBTAINS INTERIM ORDER FOR PLAN OF ARRANGEMENT TO IMPLEMENT MONETIZATION EVENT

Crosswinds Holdings Inc. has obtained an interim order from the Court of Queen's Bench of Alberta in connection with a proposed arrangement. As previously announced on June 22, 2018, the board of directors of Crosswinds has determined, having regard to the company's available resources and opportunities, that it is in the best interests of the company to distribute all of its available capital (less a reasonable reserve for liabilities and contingencies) to shareholders and dissolve the company. The board has further determined that the arrangement, as a statutory arrangement under Business Corporations Act (Alberta) (the ABCA), is the preferred structure to implement the monetization event.

The arrangement involves, among other things, a 20-for-1 share split, an initial redemption of 95 per cent of the company's common shares, followed by the dissolution of the company (subject to the occurrence of an intervening event such as a sale of the company). The estimated per share redemption price for the initial redemption is estimated to be of 9.0945 cents ($1.8189 on a presplit basis), based on the company's estimation of its assets net of its outstanding liabilities and a reserve in the amount of $850,000. The initial redemption would be expected to occur on or before Oct. 31, 2018.

The dissolution would occur subsequently at a time determined by the company's board, subject to the occurrence of an intervening transaction. Upon dissolution, any remaining net cash in the company, comprising reductions (if any) achieved in settling the company's outstanding liabilities and any unexpended portions of the reserve amount retained, would be distributed to shareholders. The company expects to be able to settle its outstanding liabilities for less than the outstanding amount, in the aggregate, though there can be no assurance of any such savings or that additional liabilities will not arise.

The interim order, among other things, authorizes Crosswinds to hold a special meeting of the holders of common shares of Crosswinds to approve the arrangement under the ABCA. In accordance with the interim order, the special meeting will be held on Sept. 12, 2018, at the company's offices located at 365 Bay St., Suite 400, Toronto, Ont., at 10 a.m. Toronto time.

The record date for determining the shareholders entitled to receive notice and to vote at the special meeting has been fixed to be the close of business on Aug. 8, 2018. All shareholders entitled to vote are encouraged to vote in person or by proxy at the special meeting.

The hearing date for the application of the final order of the court has been scheduled to take place on Sept. 17, 2018, at 2 p.m. Calgary time.

In connection with the special meeting, the company expects to mail a management information circular, together with related proxy materials in respect of the special meeting to shareholders, on or about Aug. 17, 2018. The management information circular and related proxy materials will also be available on SEDAR under Crosswind's profile at SEDAR.

About Crosswinds Holdings Inc.

Crosswinds is a publicly traded private equity firm and asset manager that has been targeting strategic and opportunistic investments in the financial services sector with a particular focus on the insurance industry.

We seek Safe Harbor.

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