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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 Strategic Alternative Process

29/01/2013 10:34pm

Marketwired Canada


Seaway Energy Services Inc. ("Seaway" or "the Company") (TSX VENTURE:SEW) today
announced that its Board of Directors has determined, after extensive and
careful consideration of potential strategic alternatives, that it is in the
best interests of the Company and its shareholders to liquidate its assets and
dissolve the Company. In connection with the liquidation and dissolution, which
is subject to shareholder approval, the Company intends to distribute to its
shareholders all available cash, except such cash as is required for paying or
making reasonable provision for known and potential liabilities and other
obligations of the Company. Notwithstanding the foregoing, until such time as
shareholder approval is received, the Company will continue to evaluate other
opportunities that have the potential of providing a superior return to its
shareholders.


Shareholder Approval

The Board has called its annual general and special meeting of shareholders to
be held at 10:00 a.m. (Calgary time) on February 28, 2013 (the "Meeting"), in
Calgary, Alberta, at which time the shareholders will vote to approve by special
resolution the voluntary liquidation and dissolution of the Company in
accordance with the Business Corporations Act (Alberta), and the distribution of
the net cash assets to the shareholders. The shareholder approval to the
aforementioned transactions will be sought and must be approved by (i) special
resolution of at least two-thirds of the votes cast by shareholders present in
person or by proxy at the Meeting, and (ii) a majority of votes cast by
shareholders other than certain members of management (who are shareholders)
pursuant to Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions. At the Meeting, shareholders will also be asked
to approve by ordinary resolution the Company's annual items of business
(appointment of directors and auditors) and the re-approval of the Company's
stock option plan.


Notwithstanding the receipt of shareholder approval of the winding-up of the
Company at the Meeting, the Board will retain the discretion not to proceed if
it determines that the liquidation and dissolution is no longer in the best
interests of the Company and its shareholders. For example, if, prior to its
formal dissolution under the Business Corporations Act (Alberta), the Company
receives an offer for a transaction that will, in the view of the Board, provide
superior value to shareholders than the value of the estimated distributions
under the winding-up and dissolution process, taking into account all factors
that could affect valuation, including timing and certainty of payment or
closing, proposed terms and other factors, the winding-up of the Company could
be abandoned in favor of such a transaction.


It is expected that the proxy materials, comprised of the notice of meeting,
management information circular (the "Circular") and instrument of proxy,
describing the proposed liquidation and dissolution of the Company, together
with the annual business items, will be mailed on or about February 1, 2013 to
those shareholders who held the Company's common shares as of January 29, 2013.
Shareholders of the Company are encouraged to read the Circular, as it will
contain important information about the liquidation and dissolution process, a
copy of which will also be available at www.sedar.com after the proxy materials
are mailed to the shareholders in accordance with applicable law.


Reasons for the Dissolution

In reaching its decision that the liquidation and dissolution is in the best
interests of the Company and its shareholders, the Board of Directors considered
a number of factors. The Circular describes these factors, including the
Company's previous unsuccessful efforts to take the Company private, the
Company's declining revenues, the difficult economic environment in the oil and
gas service sector, the increasing expense of continuous disclosure obligations
and maintaining a stock exchange listing, and the inability to identify a
strategic merger or alliance partner. The Board and the Company's management
determined that it would not be advisable to continue the operations of the
Company, which are currently reducing the Company's liquidity on a monthly
basis. Additionally, the Company's common shares have recently traded on the TSX
Venture Exchange ("TSXV") at approximately the anticipated cash liquidation
value of the common shares.


Based on this information, the Board's business judgment of the risks associated
with continuing the business, the remote possibility of the Company acquiring
additional financing on acceptable terms, if at all, or identifying a buyer or
strategic partner, the Board of Directors has concluded that distributing the
Company's net cash assets to its Shareholders would return the greatest value to
the Shareholders.


Dissolution Process and Distributions

Upon receipt of all required regulatory and shareholder approvals, the Company
will continue operations in order to complete all work-in progress, but will
cease taking on new service work. After completion of all existing work, the
Company will cease normal business operations, except as may be required to
administer payables and accounts receivables, settle all liabilities, distribute
the remaining cash to shareholders and wind-up the business and affairs of the
Company.


The Company will be liquidated and dissolved in accordance with the Business
Corporations Act (Alberta). The Company's shareholders will receive the net cash
proceeds of the liquidation and dissolution in one or more distribution
installments. Instructions will be provided to shareholders describing the
procedures to be followed to effect the cash distributions. The amount of the
distributions will be determined by the Board after repayment of the Company's
debt, reviewing tax and other potential liabilities of the Company, including
severance and termination payments and costs relating to the winding-up process,
which liabilities are currently estimated to be approximately $792,835 and
$931,631. Although management of the Company believes that the estimates of the
liabilities set forth above are reasonable based on information currently
available to the Company, the actual amounts of such liabilities after
completion of the winding-up may differ materially from the estimates presented
above, thereby affecting the amount of cash available to be distributed to
shareholders. The Board is not currently aware of any material items that could
give rise to unforeseen tax liabilities or other liabilities or costs which
would materially reduce the amount of cash available for distribution to
shareholders, but there is no assurance that this will remain the case.


Prior to the actual dissolution and distribution of cash by the Seaway however,
clearance certificates and a dissolution consent must be obtained from the
Canada Revenue Agency ("CRA"). As this process is expected to take some time
beyond the Meeting, Seaway expects to submit its request for these approvals
from CRA in advance of the Meeting.


Further details regarding the timing of, and amount of funds available for
distribution to shareholders upon completion of the winding-up process, and
payment of the liabilities of the Company will be provided in a subsequent press
release(s).


TSXV Listing

The Common Shares currently trade on the TSXV. If the requisite shareholder and
regulatory approval is received, the Company will take the appropriate steps,
following the determination of a record date for those shareholders of the
Company eligible to receive the distribution(s) on dissolution, to voluntarily
delist from the TSXV.


Reader Advisory

This news release contains forward-looking statements and information
("forward-looking statements") within the meaning of applicable securities laws
including statements regarding the preparation and mailing of the Circular, the
approval of matters to be presented to shareholders at the Meeting, the
liabilities of the Company, the dissolution of the Company and the distribution
of funds to shareholders. Although The Company believes that the expectations
reflected in its forward-looking statements are reasonable, such statements have
been based upon currently available information to the Company. Such statements
are subject to known and unknown risks, uncertainties and other factors that
could influence actual results or events and cause actual results or events to
differ materially from those stated, anticipated or implied in forward-looking
statements. Risks include, but are not limited to: receipt of all required
regulatory and shareholder approvals, changes in tax laws, the ability to
collect outstanding receivables in a timely manner, the ability of the Company
to effect an orderly wind-up of its operations, the possible delay in
implementation of the liquidation and dissolution, the timing and amount of
payments to shareholders, unknown liabilities which may be asserted in
connection with the liquidation, and the risks associated with the oil and gas
service industry. The risks, uncertainties, material assumptions and other
factors that could affect actual results are discussed in more detail in the
Company's management's discussion and analysis and other documents available at
www.sedar.com. Readers are cautioned to not place undue reliance on
forward-looking statements. The statements in this press release are made as of
the date of this release, and, except as required by applicable law, The Company
does not undertake any obligation to publicly update or to revise any of the
included forward-looking statements, whether as a result of new information,
future events or otherwise.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Seaway Energy Services Inc.
Jerry J. Budziak
President and CEO
(403) 235-4486


Seaway Energy Services Inc.
Michal Holub
CFO
(403) 262-5256

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