Dia Met Minerals Ltd.: News Release.Business Editors VANCOUVER, British Columbia--(BUSINESS WIRE)--Sept. 14, 2001 Dia Met (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :DMM See multimeter. DMM - Digital Multimeter .A.)(TSE:DMM.B.)--Dia Met Minerals Ltd. (the "Company") today announced that Extraordinary General Meetings of the holders of record at September 17, 2001 of each of Class A Subordinate Voting Shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. and Class B Multiple Voting Noun 1. multiple voting - the act of voting in more than one place by the same person at the same election (illegal in U.S.) balloting, vote, voting, ballot - a choice that is made by counting the number of people in favor of each alternative; "there were only 17 Shares will be held in Vancouver, British Columbia on October 22, 2001 (the "Meetings") to approve the proposed amalgamation of the Company with Tortilla Acquisition Inc. ("Tortilla") under the British Columbia Company Act. Tortilla acquired 8,929,764 (or approximately 98.6%) Class A shares and 19,338,894 (or approximately 88.7%) Class B shares of the Company under a takeover bid for all shares of the Company completed in July, 2001. On or about September 20, 2001, Tortilla expects to acquire the remaining 127,110 outstanding Class A shares (approximately 1.4%) that it does not own, at a price of $21 per share pursuant to compulsory acquisition proceedings under section 255 of the British Columbia Company Act. The purpose of the amalgamation will be to simplify the corporate structure and thereby reduce or eliminate related administrative and professional expenses. The amalgamated a·mal·ga·mate v. a·mal·ga·mat·ed, a·mal·ga·mat·ing, a·mal·ga·mates v.tr. 1. To combine into a unified or integrated whole; unite. See Synonyms at mix. 2. company will carry on business as and in the name of "Dia Met Minerals Ltd." Further information will be provided to the Company's shareholders 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 to shareholders by September 19, 2001. The proposed amalgamation will also be subject to approval by The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. and the British Columbia Supreme Court (the "Court"). An application for Court approval of the amalgamation will be heard at the Courthouse, 800 Smithe Street, Vancouver, British Columbia at 10:00 a.m. on Monday, October 29, 2001. Under the terms of the Amalgamation Agreement to be approved by shareholders at the Meeting, all outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares of the Company (other than those held by Tortilla Acquisition Inc.) will be exchanged, on a one-for-one basis, for redeemable preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. of the amalgamated company. Each redeemable preferred share will be immediately redeemed on the effective date of the amalgamation for $21 per share. The amalgamation is anticipated to be made effective October 31, 2001. The Class A shares will be delisted from the TSE on September 14, 2001 and the Class B shares will be delisted within three days following the effective date of amalgamation. Proceeds of redemption for the redeemable preferred shares will be mailed on or as soon as is practicable after the effective date of amalgamation to all shareholders who have submitted completed letters of transmittal and their Class A Subordinate Voting Share or Class B Multiple Voting Share certificates, as the case may be, for surrender to the Company. Instructions for the surrender of Class A and Class B share certificates and the form of letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. will be included in the Meeting materials to be sent to shareholders. The Toronto Stock Exchange has neither approved nor disapproved the information contained in this release. |
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