TORONTO, April 02, 2019 (GLOBE NEWSWIRE) — Shawcor Ltd. (“Shawcor” or the “Company”) (TSX: SCL) announced the closing today of the previously announced plan of arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act, involving ZCL Composites Inc. (“ZCL”), Shawcor and the holders (the “Shareholders”) of common shares of ZCL (the “Common Shares”) and holders of options to purchase Common Shares of ZCL (the “Optionholders” and together with the Shareholders, the “Securityholders”).
Pursuant to the Arrangement, Shawcor acquired all of the issued and outstanding Common Shares for a purchase price of $10.00 per Common Share payable entirely in cash. Upon the closing of the Arrangement, ZCL and Shawcor intend to amalgamate to continue as Shawcor Ltd. The Arrangement was approved by 99.37% of the votes cast by Securityholders (voting together as a single class) and 99.42% of the Shareholders (voting separately). The Court of Queen’s Bench of Alberta issued a final order approving the Arrangement on March 29, 2019.
“We are extremely pleased that the acquisition of ZCL has closed and we welcome ZCL’s employees to the Shawcor family. We believe that the strengths of ZCL and its employees are an excellent fit for Shawcor and that this acquisition represents a continuation of Shawcor’s strategy to broaden its product and service offering.” said Mr. Steve Orr, Shawcor’s President and Chief Executive Officer.
ZCL has submitted an application to the Toronto Stock Exchange (“TSX”) to delist the Common Shares and an application will also be made for ZCL to cease to be a reporting issuer in the applicable jurisdictions. The Common Shares are expected to be delisted from the TSX effective as of the close of trading on or about April 2, 2019.
To deposit and obtain payment for Common Shares pursuant to the Arrangement, a properly completed and duly executed letter of transmittal, together with the certificate(s) representing Common Shares or direct registration system advices representing Common Shares and all other required documents, must be received by AST Trust Company (Canada) (the “Depositary”) at the address provided in the letter of transmittal that was previously mailed to registered shareholders of ZCL. The letter of transmittal may also be found on the SEDAR website at www.sedar.com under ZCL’s profile or by contacting the Depositary. Shareholders will receive the consideration for their Common Shares provided they have sent all of the necessary documentation to the Depositary.
Shawcor Ltd. is a global energy services company specializing in products and services for the pipeline and pipe services segment of the oil and gas industry and related products for the petrochemical and industrial market. The Company operates through a global network of fixed and mobile manufacturing and service facilities and is valued for its integrity, technology and proven capability to execute the most complex projects in its industry.
About ZCL Composites
ZCL is North America’s largest manufacturer of environmentally friendly fiberglass reinforced plastic underground storage tanks for the fuel, water and wastewater and oil & gas markets. ZCL is an innovator in composite tank engineering, with nearly 40 years of direct industry experience. When ZCL acquired Xerxes Corporation in 2007, it brought together North America’s two leading fiberglass tank brands: ZCL (founded in 1987) and Xerxes (founded in 1979). ZCL’s product offering includes underground composite tanks and a full complement of accessories. ZCL’s six UL-listed or ULC-listed manufacturing facilities across North America ensure that it is able to supply its tanks throughout North America in a timely manner. ZCL’s tanks are made of 100% premium resin and glass (no fillers), making them corrosion-resistant, both inside and out. To date, ZCL has installed approximately a quarter of a million composite tanks.
This news release contains forward-looking information within the meaning of applicable securities laws. Words such as “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “predict”, “estimate” or similar terminology are used to identify forward-looking information. This forward-looking information is based on assumptions, estimates and analysis made in the light of the Company’s experience and its perception of trends, current conditions and expected developments, including the expected amalgamation of ZCL and Shawcor, the expected delisting of the Common Shares, the application by ZCL to cease to be a reporting issuer under applicable Canadian securities laws and other statements that are not historical, as well as other factors that are believed by the Company to be reasonable and relevant in the circumstances. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from those predicted, expressed or implied by the forward-looking information. The forward-looking information is provided as of the date of this news release and the Company does not assume any obligation to update or revise the forward-looking information to reflect new events or circumstances, except as required by law.
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