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SEW Seaway Energy Services Inc. (delisted)

0.165
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Seaway Energy Services Inc. (delisted) TSXV:SEW TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.165 0.16 0.195 0 01:00:00

Seaway Energy Confirms Minority Voters Reject Going Private Transaction

02/02/2012 4:58pm

Marketwired Canada


Seaway Energy Services Inc. ("Seaway" or "the Company") (TSX VENTURE:SEW): as an
update to the Company's news release of January 6, 2011, the Company confirms
that at today's annual general and special meeting of shareholders (the
"Meeting"), the minority shareholders rejected the previously announced
management sponsored going private transaction (the "Going Private Transaction")
by the narrow margin of 50.57% (1,551,000 common shares) voted against and
49.43% (1,516,017 common shares) voted in favour, even though approximately 90%
(13,225,017 common shares) of all votes cast at the Meeting were in favour of
the Going Private Transaction.


Corporate legislation required the Going Private Transaction to be approved by
at least two-thirds (66 2/3%) of the votes cast by shareholders present in
person or represented by proxy at the Meeting. For the purposes of TSX Venture
Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority
Shareholders in Special Transactions, the Going Private Transaction required
approval by a majority of the votes cast by the minority shareholders (being
those shareholders other than other than Messrs. Jerry J. Budziak, President,
CEO and a director of the Company, David A. Burroughs and Elias Foscolos, both
of whom are directors of the Company, and their associates and affiliates, and
all persons acting jointly or in concert with them, collectively, the "Majority
Shareholders"), present in person or represented by proxy at the Meeting.


Shareholder approval of the Going Private Transaction would have resulted in the
articles of the Company being amended to permit the redemption of its common
shares (the "Common Shares"), as determined at the discretion of the Board of
Directors, for the cash amount of $0.040 per share (the "Redemption"). Under the
terms of a support agreement entered into between the Company and Messrs. Jerry
J. Budziak, David A. Burroughs and Elias Foscolos (the "Support Agreement"), all
Common Shares, other than the Common Shares held by the Majority Shareholders,
were to be redeemed, leaving the Majority Shareholders as the remaining
shareholders of the Company. 


The Redemption would have provided minority shareholders of the Company with an
opportunity to liquidate their holdings (commission free) at a premium of
approximately 20% over $0.0332 per share 30-day volume weighted average price of
the Common Shares on the TSX Venture Exchange (the "Exchange") on January 5,
2012, the last trading day prior to the announcement of the Support Agreement.


Also at the Meeting, shareholders re-appointed auditors for the Company,
re-appointed Michael Windle, Jerry J. Budziak, David A. Burroughs and Elias
Foscolos to the Board of Directors, and re-approved the Company's amended stock
option plan.


The Company wishes to announce the appointments of Elias Foscolos as Chairman of
the Board and Leigh Stewart to the office of Corporate Secretary. Mr. Stewart
practices law at Davis LLP primarily in the area of corporate securities.


1 Year Seaway Energy Services Inc. Chart

1 Year Seaway Energy Services Inc. Chart

1 Month Seaway Energy Services Inc. Chart

1 Month Seaway Energy Services Inc. Chart

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