An anonymous director reports
HELIJET TO PROPOSE GOING PRIVATE TRANSACTION
Helijet International Inc.'s board of directors has received a proposal from a Helijet director for a going-private transaction. Insiders and their extended family and one other extended family currently own 88 per cent of the outstanding common shares of Helijet and will not participate in the transaction. The transaction is to be completed on or before Sept. 16, 2019 (the effective date), by the purchase of approximately 12 per cent of Helijet's outstanding Helijet shares owned by public shareholders by one director (the purchaser). The net effect of the transaction will be that Helijet will not have any public shareholders. The corporation plans to delist from the TSX Venture Exchange on the effective date. The corporation also plans to apply to cease being a reporting issuer. Each public shareholder would receive 30 cents in cash for each Helijet share held immediately prior to the transaction becoming effective. Helijet shares issued after April 18, 2019, including any shares issued upon exercise of outstanding Helijet stock options, are excluded from the transaction. Helijet does not have any plans to issue any additional shares at this time.
Helijet wishes to complete the going-private transaction to provide its public shareholders with the opportunity to realize value for their Helijet shares, having regard to the fact that the Helijet shares are thinly traded. The last three trades were on March 21, 2019, for 5,000 Helijet shares at a price of 17 cents per Helijet share, March 12, 2019, for 8,200 Helijet shares at a price of 21 cents per Helijet share and Feb. 26, 2019, for 8,000 Helijet shares at a price of 20 cents per Helijet share. There are currently 15,859,548 voting common shares of Helijet issued and outstanding. After completion of the transaction, the purchaser and the non-participating shareholders will hold all of the outstanding voting common shares. The transaction is a going-private transaction and is structured as a plan of arrangement under Section 192(1)(f.1) of the Canada Business Corporations Act, and the transaction is subject to court approval. The transaction is also subject to shareholder approval by two-thirds of the voting common shares voted at a special meeting of the corporation to be held before the end of June, 2019, and by the approval of a majority of the votes cast by minority shareholders at the meeting pursuant to the requirements of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The votes of the purchaser and non-participating shareholders will be included in the two-thirds corporate approval but not in the approval by the majority of the minority pursuant to MI 61-101. If approved at the meeting, Helijet expects the transaction to be effective on or before Sept. 16, 2019.
The board has received a valuation from chartered business valuator Evans & Evans Inc. in connection with the transaction. On the basis of its review, including the valuation, which sets a range of 27 cents to 28 cents on the Helijet shares, the board has unanimously resolved to recommend to holders of the Helijet shares to vote in favour of the transaction. Evans & Evans also provided the board with its oral opinion, subject to completion of a definitive agreement, that the consideration is fair, from a financial point of view, to the public shareholders. The valuation and a written opinion regarding the fairness, from a financial point of view, of the consideration to the public shareholders, will be included in Helijet's management information circular for the meeting, a copy of which will be mailed to each Helijet shareholder and will also be available under Helijet's profile at SEDAR.
The transaction is subject to the following conditions: (i) execution of a definitive agreement, (ii) completion of a financing of the purchase price by the purchaser; (iii) dissent rights not being exercised with respect to more than 5 per cent of Helijet shares; (iv) non-participating shareholders entering into release agreements with Helijet and the purchaser; (v) court and Helijet shareholder approval; and (vi) completion by Sept. 16, 2019.
Helijet does not access the public markets to raise money. The going-private transaction will also eliminate the burden of continuing as a reporting issuer. Under applicable securities laws, a broad range of regulatory obligations are imposed on companies, such as Helijet, with public shareholders, including the provision of quarterly financial statements and information to shareholders, mandatory solicitation of proxies for annual meetings, increased insurance costs, transfer agent and stock exchange fees and compliance cost, and shareholder communication costs. These regulatory requirements necessitate the employment of independent accountants, financial consultants, printers, lawyers and other skilled personnel. Helijet believes that the present and anticipated time and costs entailed in meeting the additional disclosure and other regulatory obligations to which public companies are subject cannot be justified in view of Helijet's present business strategy, including it having a limited number of public shareholders.
We seek Safe Harbor.
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