Sun Ice and the Purchaser jointly announced that they have entered into a definitive agreement for a proposed transaction pursuant to a plan of arrangement (the “Plan”) whereby the Purchaser will acquire all of the issued and outstanding common shares (“Shares”) of Sun Ice not already owned by Sylvia Rempel, President, Chief Executive Officer and Chairman of the Board of Directors of Sun Ice, and her immediate family (collectively, the “Rempels”), being 3,041,800 Shares, for consideration of $0.04 cash per Share.
The purpose of the proposed transaction is to take Sun Ice private. The business reasons for the transaction include reducing Sun Ice’s ongoing expenses as a public company, particularly its ongoing expenses related to its status as a reporting issuer under applicable Canadian securities legislation. Management of Sun Ice believes that the lack of liquidity for the Company’s Shares over the past several years does not justify Sun Ice continuing to incur the significant expenses associated with being a public company.
Completion of the Plan will be subject to the approval of the Sun Ice Shareholders at a special meeting to be convened in early August, 2003 (the “Special Meeting”). The transaction is also subject to other conditions, including the receipt of all regulatory and court approvals. No assurances can be given that such approvals will be obtained or that the transaction will be completed.
An Independent Committee of the Board of Directors of Sun Ice, consisting of Jim N. M. Strilchuk, Dudley F. McIlhenny and Alan Glazer (collectively, the “Independent Directors”) approved the entering into of the definitive agreement and have agreed to recommend the Plan to the Sun Ice Shareholders. The Independent Directors, holding an aggregate of 8,600 Shares (0.14% of the issued and outstanding Shares) have agreed to vote their Shares in support of the transaction.
The proposed transaction is a “going private” and “related party transaction”, as those terms are defined in Ontario Securities Commission Rule 61-501 (the “Rule”) and TSX Venture Exchange Policy 5.9, both entitled “Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions”. As such, the transaction requires “minority approval”, as that term is defined in the Rule. “Minority approval” under the Rule requires that the proposed transaction be approved by a majority of the Shareholders at the Special Meeting, excluding Shares owned by the Rempels.
Sun Ice has agreed to terminate any discussions with other parties in respect of any other business combination or transaction.
Sun Ice is a company based in Calgary, Alberta, which licenses brand names, including the name “Sun Ice”.
The Purchaser is a holding company wholly-owned by Sylvia Rempel.
