Fort St. John, British Columbia--(Newsfile Corp. - April 20, 2022) - MACRO ENTERPRISES INC. (TSXV: MCR) (the "Company" or "Macro") is pleased to announce the completion of its previously announced arrangement involving 1325996 B.C. Ltd. ("AcquireCo") pursuant to a plan of arrangement (the "Plan of Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (as amended, the "Arrangement"). The Arrangement became effective at 12:01 a.m. (Vancouver time) on April 20, 2022 (the "Effective Time") and, as part of the Arrangement, AcquireCo and Macro amalgamated and will continue to carry on business under the name "Macro Enterprises Inc.".
Pursuant to the terms of the Arrangement, among other things, holders of common shares in the capital of Macro (the "Macro Enterprises Common Shares"), other than certain participating shareholders, received C$4.00 per share (the "Common Share Cash Consideration") for each Macro Enterprises Common Share held immediately prior to the Effective Time in accordance with the terms of the Plan of Arrangement.
Registered holders of Macro Enterprises Common Shares can submit their share certificates, if any, along with a duly completed letter of transmittal and any other documents required by Computershare Investor Services Inc. in accordance with the letter of transmittal in order to receive the Common Share Cash Consideration pursuant to the Arrangement. A letter of transmittal was previously mailed to all registered shareholders and has been filed under Macro's issuer profile at www.sedar.com and is available on Macro's website at www.macroindustries.com. Registered holders of Macro Enterprises Common Shares who properly complete, duly execute and deliver the letter of transmittal, along with their share certificates, if any, will receive the Common Share Cash Consideration pursuant to the Arrangement. Shareholders of Macro who hold their Macro Enterprises Common Shares through a broker are not required to submit a letter of transmittal. Such shareholders should receive the Common Share Cash Consideration through their brokerage account and should contact their broker with any questions.
The Macro Enterprises Common Shares are expected to be delisted from the TSX Venture Exchange (the "TSXV") at the close of business on April 22, 2022. In addition, Macro intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.
Full details of the Arrangement are set out in the arrangement agreement dated February 14, 2022 among the Company, AcquireCo, Frank Miles ("Miles") and Jeff Redmond ("Redmond"), as amended by the arrangement agreement amending agreement dated April 1, 2022, both of which have been filed under Macro's issuer profile at SEDAR at www.sedar.com. In addition, further information regarding the Arrangement is contained in Macro's management information circular dated February 28, 2022 prepared in connection with the special meeting of Macro shareholders and optionholders held on April 4, 2022 and filed under Macro's issuer profile at www.sedar.com.
Early Warning Disclosure
Prior to the completion of the Arrangement, AcquireCo did not own or control, directly or indirectly, any Macro Enterprises Common Shares, Class A Convertible Preference share in the capital of Macro ("Macro Enterprises Preferred Shares") or outstanding stock options of Macro ("Macro Enterprises Options"). Prior to the completion of the Arrangement, Miles and Redmond owned or controlled, directly or indirectly, an aggregate of 9,368,428 Macro Enterprises Common Shares, 2,100 Macro Enterprises Preferred Shares and 100,000 Macro Enterprises Options (being approximately 29.7% of the issued and outstanding Macro Enterprises Common Shares, approximately 82.4% of the issued and outstanding Macro Enterprises Preferred Shares and approximately 10.3% of the issued and outstanding Macro Enterprises Options as at April 19, 2022). In connection with the Arrangement, Miles and Redmond, through AcquireCo, indirectly acquired, and currently own and control, all of the issued and outstanding shares of Macro, being 31,807,650 Macro Enterprises Common Shares, which represented 100% of the issued and outstanding shares of Macro prior to the amalgamation of Macro and AcquireCo in connection with the Arrangement. The aggregate consideration paid by AcquireCo pursuant to the Arrangement was approximately $123 million.
This disclosure is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be made available on SEDAR under Macro's issuer profile at www.sedar.com and may be obtained upon request from AcquireCo by contacting Frank Miles at the contact information below.
Macro's core business is providing pipeline and facilities construction and maintenance services to major companies in the oil and gas industry in northeastern British Columbia and northwestern Alberta. The Company's corporate office is in Fort St. John, British Columbia. Information on the Company's principal operations can be found at www.macroindustries.ca.
Certain statements in this press release and in Macro's oral and written public communications may constitute forward-looking statements that reflect management's expectations regarding Macro's future actions relating to the Arrangement. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "estimate", "predict", "intend", "would", "could", "if", "may", "should" and similar expressions. This press release includes, among others, forward-looking statements regarding Macro's expectations regarding: payment of the Common Share Cash Consideration to shareholders who hold their Macro Enterprises Common Shares through a broker; the expected date for the delisting of the Macro Enterprises Common Shares on the TSXV; and Macro's intention to apply to cease to be a reporting issuer under applicable Canadian securities laws. All such statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this press release. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. The anticipated timing for delisting of the Macro Enterprises Common Shares and Macro's intention to apply to cease to be reporting issuer may change for a number of reasons. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of delisting of the Macro Enterprises Common Shares and Macro's intention to apply to cease to be a reporting issuer. Macro cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results. When relying on our forward-looking statements to make decisions with respect to Macro and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Macro does not intend, and disclaims any obligation, to update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.
For further information please contact:
President and C.E.O.
Phone: (250) 785-0033
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/120984