KIRKLAND LAKE, ONTARIO–(Marketwired – Aug. 19, 2016) – Nordex Explosives Ltd. (“Nordex” or the “Company“) (TSX VENTURE:NXX) is pleased to announce the completion of its previously announced “going private transaction” (“EPC Going Private Transaction“) with Société Anonyme d’Explosifs et de Produits Chimiques (“EPC“). Nordex was amalgamated with 9867244 Canada Ltd. (the “Amalgamation“), an indirect wholly-owned subsidiary of EPC, with an effective date of August 19, 2016. The name of the company resulting from the Amalgamation is “Nordex Explosives Ltd.”
Pursuant to the EPC Going Private Transaction, all of the former shareholders of Nordex, other than EPC and its affiliates, will receive consideration of $0.25 in cash for each Nordex common share held by such former shareholder on the effective date of the Amalgamation. Outstanding warrants and options to purchase Nordex common shares at the effective date of the Amalgamation were surrendered by the holders thereof and cancelled. As a result of the Amalgamation, all of the issued and outstanding shares of the corporation resulting from the Amalgamation are held by 9867228 Canada Ltd., a wholly-owned subsidiary of EPC, and Nordex became an indirect wholly-owned subsidiary of EPC.
For further details regarding the EPC Going Private Transaction, please see the Company’s recent news releases and its management information circular dated July 25, 2016, copies of which are available on www.SEDAR.com under the Company’s profile.
Trading in the common shares of Nordex was halted on August 18, 2016 and an application has been made to de-list its common shares from the TSX Venture Exchange (“TSXVE“). It is expected that Nordex will be de-listed from the TSXVE in due course and an application will be made to cease to be a reporting issuer under applicable securities laws.
Former registered shareholders of Nordex should forward a properly completed and signed letter of transmittal, which has been previously mailed by the Company to all shareholders of record as of July 11, 2016 (and which can also be found on www.SEDAR.com under the Company’s profile), together with the certificate(s) representing their common shares and all other required documents to TSX Trust Company in order to receive the consideration to which they are entitled pursuant to the EPC Going Private Transaction. Shareholders holding their Nordex common shares in brokerage accounts should consult their brokers as to how they may receive payment for their shares.
About Nordex Explosives
Nordex Explosives Ltd. is a Canadian based manufacturer and distributor of explosives for the mining, quarry and construction industries since 1970. Its manufacturing operations and distribution centre is strategically located in one of the world’s largest mining regions near Kirkland Lake, Ontario. Nordex is the exclusive supplier of the “Buttbuster” perimeter control explosive products in Canada. Additional information can be found at: www.nordexexplosives.com.
Disclosure Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of applicable securities legislation relating to the EPC Going Private Transaction, including the closing thereof and obtaining regulatory approval therefor. The information about EPC contained in this press release has not been independently verified by Nordex. We use words such as “might”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “forecast” and similar terminology to identify forward looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward looking statements and forward-looking information depending on, among other things, the risks that final TSXVE approval will not be obtained for EPC Going Private Transaction. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, EPC, or their respective financial or operating results (as applicable).
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.
This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
All information contained in this press release relating to EPC was provided by EPC to Nordex for inclusion herein. Nordex has not independently verified such information and shall bear no liability for any misrepresentation contained therein.