Amisk Board Refrains From Taking Position on Higher Forex Takeover Bid.JONQUIERE, QUEBEC--(BUSINESS WIRE)--April 15, 1997--AMISK INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. . (ME AS.A.) The Board of Directors of Corporation regionale d'investissement Amisk Inc. ("Amisk") met earlier this morning together with financial advisor Price Waterhouse and legal counsel Ogilvy Renault Ogilvy Renault LLP is a major Canadian law firm with 445 members in offices in Montreal, Ottawa, Quebec, Toronto, and London, England. The firm has an extensive history in the realm of Canadian law and is noted for having combined great legal minds from various parts of the country to complete its study of the higher takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares for all Amisk Class A shares announced on April 7 by Groupe Forex Forex See: Foreign exchange Inc. ("Forex"). The Board drafted an updated circular detailing its recommendations which will be sent today to all shareholders. For reasons set out below, the Board unanimously (apart from several members who had disclosed a conflict of interest) decided to withdraw the recommendation contained in its April 7 circular regarding Forex's March 20 offer and to refrain from making any recommendation on the higher bid even though the increased offer is now financially equitable equitable adj. 1) just, based on fairness and not legal technicalities. 2) refers to positive remedies (orders to do something, not money damages) employed by the courts to solve disputes or give relief. (See: equity) EQUITABLE. . Amisk's Board engaged Price Waterhouse to provide advice on the fairness of the Forex offer from a financial perspective. The Board received a letter of opinion dated today (April 14) from Price Waterhouse stating that the price offered to Amisk Class A shareholders in the revised bid is equitable from a financial standpoint The Standpoint is a newspaper published in the British Virgin Islands. It was originally published under the name Pennysaver, largely as a shopping-coupon promotional newspaper, but since emerged as one of the most influential sources of journalism in the . The Board agrees with its financial advisor. However, despite the fact that the price in the amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. offer is fair from a financial standpoint, the Board abstained from recommending acceptance for the following reasons: - The Price Waterhouse opinion on the fairness of the offer contains certain reservations regarding Forex's major debt service obligations and the degree of Forex's financial leverage which, during cyclical cyclical Of or relating to a variable, such as housing starts, car sales, or the price of a certain stock, that is subject to regular or irregular up-and-down movements. economic slumps, could have significant consequences for shareholders. - Pan-O-Lac Ltee and the Federation des caisses populaires Desjardins du Quebec du Saguenay/Lac Saint-Jean announced earlier today that theany recommendations it may have in a further update of the April 7 circular, which will be issued before the expiry of the Forex offer. - The Board is of the view that the legal structure of Amisk's investments and inherent contractual restrictions limit the possibility of Forex increasing its interest in Panneaux Chambord Inc. and disposing of other Amisk assets, even after eliminating Amisk should that be the case. Amisk's Board maintains its position that the information contained in Forex's notice of takeover bid and information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible dated March 6 is inadequate in several important respects. A number of the errors and omissions errors and omissions n. short-hand for malpractice insurance which gives physicians, attorneys, architects, accountants and other professionals coverage for claims by patients and clients for alleged professional errors and omissions which amount to negligence. were cited in the Amisk Board's April 7 circular. The Board regrets that Forex's April 7 notice of amendment fails to correct any of these errors or omissions and it urges Amisk shareholders to carefully consider the Board's April 7 circular in this regard. All directors and officers of Amisk, as well as certain Amisk shareholders, such as Pan-O-Lac Ltee, Le Syndicat des producteurs de bois du Saguenay/Lac Saint-Jean and 2754-2430 Quebec Inc. have informed Amisk's Board that they have not accepted and have no intention of accepting Forex's amended offer. At present, the directors, officers and shareholders who fall into this category, together hold approximately 24.96 percent of Amisk's issued and outstanding Class A shares, or 26.67 percent including the Amisk Class A shares held by Forex and its allies. CONTACT: Corporation Regionale d'Investissement Amisk Inc. Michel Belley, 418/ 690-7021 (cellular phone) (418) 546-1156 ext. 235 (office) (418) 545-5011 ext. 5080 (office) |
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