06:39:15 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Family Memorials Inc
Symbol FAM
Shares Issued 51,728,865
Close 2017-09-06 C$ 0.01
Market Cap C$ 517,289
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Family Memorials to redeem debentures, go private

2017-09-19 11:37 ET - News Release

Mr. Scott Kellaway reports

FAMILY MEMORIALS INC. ANNOUNCES PROPOSED SETTLEMENT WITH DEBENTUREHOLDERS AND GOING PRIVATE TRANSACTION

Family Memorials Inc. has proposed to redeem the convertible secured debentures of the company in the principal amount of $4,397,000, which is the amount payable to all debentureholders, other than a debentureholder holding a debenture in the principal amount of $845,000 who has agreed to defer payment at this time. The company proposes to pay $3,398,000 in full satisfaction of all liability to those debentureholders holding the debentures in the principal amount of $4,397,000. The settlement is subject to approval by the debentureholders pursuant to the provisions of the debenture indenture and completion of taking the company private as outlined herein.

The company has entered into a letter of intent with Scott C. Kellaway, the president and a director of the company, pursuant to which the company will be taken private by way of an amalgamation with a company to be incorporated by Mr. Kellaway (Kco) to form an amalgamated company (Amalco).

Kco will be owned by Mr. Kellaway (the acquiror). The acquiror owns 3,095,090 common shares or approximately 5.98 per cent of the issued and outstanding common shares in the capital of the company. As at Sept. 18, 2017, the company had outstanding 51,728,865 shares. Pursuant to the amalgamation, the acquiror will receive all of the issued shares of Amalco, and each shareholder of the company will receive one common share of a subsidiary to be incorporated by the company (Newco) for each share held immediately prior to the amalgamation, and the company will surrender its shares of Newco for cancellation. The amalgamation, if consummated, will result in the company being taken private and delisted from the TSX Venture Exchange and Newco being owned by the former shareholders of the company.

The amalgamation, if consummated, will constitute a business combination for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

The board of the directors of the company will form a special committee comprising independent directors to evaluate the amalgamation and make recommendations to the board based on a fairness opinion and/or valuation.

The company intends to seek approval from the majority of minority shareholders to comply with requirements of MI 61-101.

The completion of the amalgamation will be subject to a number of conditions precedent, including: the condition that, at or prior to the closing of the amalgamation the payment has been made to the debentureholders as outlined above; and conditions precedent that are customary to this type of transaction, including, but not limited to, the approval of at least two-thirds of the votes cast by holders of shares at the meeting; the approval by at least simple majority of the votes cast by the shareholders other than the acquiror; and the acceptance of the amalgamation by the TSX-V.

We seek Safe Harbor.

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