LHIC HOLDERS APPROVE ACQUISITION OF LAKEVIEW HOTEL INVESTMENT CORP.
WINNIPEG, MB, December 15, 2021 / CNW / – Lakeview Hotel Investment Corp. (“LHIC“or the”company“) (TSXV: LHR) is pleased to announce the voting results at Special Meetings of the holders of Voting Common Shares of the Company (“Shareholders“), the holders of the Company’s Series C redeemable subordinated debentures (“Series C Debentureholders“) and the holders of the Series D redeemable subordinated debentures of the Company (the”Series D Debentureholders“), respectively, which took place on December 15, 2021 in Winnipeg, Manitoba (the “Meetings“).
The only issue considered at the Assemblies was the special resolution (the “Arrangement resolution“) approving the statutory plan of arrangement (the”Arrangement plan“) with 13487407 Canada Inc. (“Parent“), 13487369 Canada Inc. (“Equity buyer“) and 13487326 Canada Inc. (“Debenture buyer“, and with the parent company and the purchaser of shares, the”Buyers“), newly formed private companies which are managed by First Canadian Management Corporation, pursuant to which: (i) the purchaser of shares will acquire all of the outstanding common shares of Lakeview for $ 0.02 per share in cash for a total consideration of $ 391,156.12; (ii) The Purchaser of Debentures will acquire all of the outstanding Series C Debentures and all of the Series D Debentures of Lakeview for $ 74.03 through $ 1,000 unpaid principal under the Series C Debentures and Series D Debentures, for an aggregate consideration of $ 1,356,673.78 and $ 752,144.80, respectively, and all accrued and unpaid interest owed to holders of Debentures will be surrendered, settled and extinguished without consideration; and (iii) the Purchaser of Shares will pay to LHIC or for the benefit of LHIC approximately $ 15,000,000 for LHIC to pay and satisfy all amounts owed by LHIC to its syndicate of lenders led by ATB Financial, and to pay certain costs associated with the aforementioned transaction (the “Transaction“).
The Arrangement Resolution was approved as follows:
Shareholders holding 11,216,702 common shares voted in favor of the arrangement resolution representing 95.32% in favor; and
Shareholders (excluding votes to be excluded by NI 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“)) holding 566,517 common shares voted in favor of the arrangement resolution representing 50.69% in favor.
Meeting of Series C Debentureholders
Holders of Series C Debentures Holders of Series C Debentures holding 9,869.20 Series C Debentures voted in favor of the Arrangement Resolution representing 94.44%; and
Holders of Series C Debentures (excluding votes required by applicable law to be excluded by NI 61-101 as if the Series C Debentures were equity securities) holding 5,905.20 Series C Debentures have voted in favor of the resolution on the arrangement representing 91.04% in favor.
Meeting of Series D Debentureholders
Holders of Series D Debentures holding 53,060 Series D Debentures voted in favor of the Arrangement Resolution representing 92.37%;
Holders of Series D Debentures (excluding votes required by applicable law to be excluded by NI 61-101 as if the Series D Debentures were equity securities) holding 17,350 Series D Debentures voted in in favor of the resolution on the arrangement representing 79.84% in favor.
The completion of the Transaction remains subject to the approval of the Manitoba Court of Queen’s Bench as well as other customary closing conditions. Assuming these conditions are met on time, LHIC expects the Transaction to be concluded on or about 20 December 2021.
ABOUT LAKEVIEW HOTEL INVESTMENT CORP.
LHIC is a Canadacompany based in the hotel sector, which includes room rental, catering and other ancillary services. The Company operates a portfolio of five hotels, namely: Lakeview Inn and Suites, Okotoks; Lakeview Inn and Suites, Fort Saskatchewan; Lakeview Inn and Suites, Fort Saint-Jean; Lakeview Inn and Suites, Chetwynd; and Lakeview Inn & Suites, Edson Airport West.
This press release contains forward-looking information and statements within the meaning of applicable Canadian securities laws (hereinafter referred to as “forward-looking statements“) which involve known and unknown risks, uncertainties and other factors that may cause actual results, performances or achievements to differ materially from future results, performances or achievements expressed or implied by these forward-looking statements. and statements contained therein Press releases that are not statements of historical fact may be forward-looking statements. The words “believe”, “expect”, “intend”, “estimate”, “anticipate” “,” Plan, “” predict “and similar expressions, as well as future or conditional verbs such as” will “,” should “,” should “and” could “often identify forward-looking statements. In particular, forward-looking statements contained in this press release include, without limitation,: the closing of the transaction on the terms and on the schedule set forth herein or on the everything, and the payment of the termination fee to the parent under certain circumstances or at all. These statements or information are only predictions and reflect the current beliefs of my management with respect to future events and are based on information currently available to management. Actual results and events may differ materially from those contemplated by these forward-looking statements due to the fact that such statements are subject to a number of risks and uncertainties.
We should not place undue reliance on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will be achieved. By their nature, forward-looking statements involve assumptions and known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that predictions and other forward-looking statements will not occur. Some of the assumptions made by Lakeview, upon which these forward-looking statements are based, include, but are not limited to: closing of the transaction on the terms set forth herein or at all, payment of the reverse termination fee in certain circumstances, and receipt of approvals and funding required for the Transaction.
A number of factors could cause actual results to differ materially from those expressed or implied by forward-looking statements, including, but not limited to: existing economic conditions; unexpected changes in financial markets (including the price of Lakeview securities); changes in the general economic and commercial conditions of one or more of Lakeview and its subsidiaries, and one of the conditions of the transaction is not fulfilled. If any of the risks or uncertainties to which Lakeview and its subsidiaries materialize, or if the assumptions underlying forward-looking statements prove to be incorrect, actual results, performance, activities or achievements could differ materially from those expressed or implied by the forward-looking statements contained in this press release. Readers are cautioned that the foregoing list of risks is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Lakeview and its subsidiaries is included in the Information Circular in connection with the Arrangement Approval Meeting, including one copy will be available under Lakeview’s profile on SEDAR (www.sedar.com).
Although Lakeview believes that the expectations represented by the forward-looking statements contained in this document are reasonable based on the information available to it as of the date of this press release, management cannot assure investors that the results, performance or achievements actual will comply with these forward-looking statements. staring statements. All forward-looking statements contained herein are made as of the date of this press release and Lakeview assumes no obligation to update or revise them to reflect new information, events or circumstances, except as required by law. required.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Lakeview Hotel Investment Corp
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