Benvest Capital Inc.: FirstService Corporation to Acquire CMN International Inc.MONTREAL -- Benvest Capital Inc. reports that FirstService Corporation (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :FSV FSV Fire Support Vehicle FSV Formula Super Vee (racing cars) FSV Future Scout Vehicle FSV Feline Sarcoma Virus FSV Fuel Shutoff Valve FSV Field Support Vessel FSV Fort Saint Vrain .SV; Nasdaq:FSRV) and CMN CMN Common CMN Children's Miracle Network (since 1983; Salt Lake City, Utah) CMN Certificate of Medical Necessity CMN Canadian Museum of Nature CMN Community Mapping Network CMN Common Information International Inc. have announced today that they have agreed to a proposed plan of arrangement whereby FirstService would acquire approximately 70% of the shares of CMN at a price of US$10.06 per share, with the balance of the shares held by senior management, active brokers and employees of CMN to beexchangedfor sharesofanewly createdsubsidiary ofFirstService.The transaction is valued atUS$88 million, including the assumption of debt.The transaction has been approved by the board of directors of both companies, but is subject to regulatory, shareholder and other approvals. The directors of CMN have unanimously determined that the proposed transaction is in the best interests of CMN and its shareholders and have recommended shareholders vote in favor of the transaction. CMN shareholders, including Benvest Capital Inc. (which holds 1,490,579 common shares representing approximately 21.4% on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis) and certain senior CMN management, directors, employees and brokers, collectively representing 62.7% of CMN's outstanding common shares, have entered into an agreement with FirstService pursuant to which they have agreed to support the transaction and vote all of the CMN common shares owned or controlled by them in favor of the transaction. The proposed transaction is subject to the approval of CMN shareholders, voting at a special meeting of shareholders, and is also subject to the receipt of regulatory approvals and other required consents, the approval of the Ontario Superior Court of Justice The Superior Court of Justice for Ontario, Canada is the successor to the former Ontario Court of Justice (General Division), and was created on April 19 1999. Its predecessor, the Ontario Court (General Division) was the result of the 1990 merger and discontinuance of the previous and other customary closing conditions.The transaction will be effected by way of a court-approved plan of arrangement, the details of which will be contained in an 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 to be mailed by CMN to its shareholders on or about November 1st, 2004. FirstService and CMN expect the transaction to close on or about November 30th, 2004. Until August 31st, 2003, Benvest Capital Inc. was a merchant bank with a diverse portfolio of assets in various service industries. Its new corporate mission is as an operating public company with New Look as its base.New Look is a leading enterprise in the eye care industry in Eastern Canada Eastern Canada (also the Eastern provinces) is the region of Canada generally considered to be east of Manitoba, consisting of the following provinces:
Post-closing of the above-mentioned transaction, Benvest will hold one significant non-strategic asset:The Fitness Company (82%), a US health and fitness club company. BENVEST CAPITAL INC. (TSX:BCI BCI Bat Conservation International BCI Brain-Computer Interface BCI Business Continuity Institute BCI Business Cycle Indicators BCI Banco de Credito e Inversiones (Chilean bank) BCI Bell Canada International ) |
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