CALGARY, Alberta (October 12, 2021) -- Cervus Equipment Corporation (the "Company" or "Cervus") (TSX: CERV) is pleased to announce that, at the special meeting (the "Special Meeting") of Cervus shareholders held earlier today, Cervus shareholders approved the special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement involving Cervus, Brandt Tractor Ltd. ("Brandt"), 13255026 Canada Ltd. (the "Purchaser"), a wholly owned subsidiary of Brandt, and Cervus shareholders under Section 192 of the Canada Business Corporations Act (the "Transaction"). The Transaction provides for the acquisition by the Purchaser of all of the issued and outstanding Cervus shares, other than Cervus shares held by Brandt and any of its affiliates, for $19.50 per share in cash.
The total number of Cervus shares represented by Cervus shareholders present in person (virtually) or represented by proxy at the Special Meeting was 10,746,469, representing approximately 69.48% of the issued and outstanding Cervus shares as at September 7, 2021, the record date for the Special Meeting.
The Arrangement Resolution required the approval of not less than two-thirds of the votes cast in person (virtually) or by proxy by Cervus shareholders at the Special Meeting. Details on the voting results at the Special Meeting are as follows:
||Votes For %
||Votes Withheld/Against %
The completion of the Transaction remains subject to approval of the Court of Queen's Bench of Alberta, the receipt of certain third-party approvals and the satisfaction or waiver of other usual and customary conditions, as more fully described in the arrangement agreement among Brandt, the Purchaser and Cervus dated August 15, 2021 (the "Arrangement Agreement"). If all of the necessary conditions to the Transaction under the Arrangement Agreement are satisfied or waived in a timely manner, Cervus expects that the Transaction will become effective in mid-to-late October 2021.
For further details regarding the terms of the Arrangement Agreement and the Transaction, please refer to the management information circular of Cervus dated September 10, 2021, a copy of which was filed by the Company under its profile at www.sedar.com on September 15, 2021.
About Cervus Equipment
Cervus is a leading equipment solutions provider to customers in agriculture, transportation, and industrial markets across Canada, Australia and New Zealand. Throughout our territories and across our diverse markets, Cervus dealerships are united by the sales and support of the market-leading equipment our customers depend on to grow their business. The Company operates 64 Cervus dealerships and is the authorized representative of leading Original Equipment Manufacturers including: John Deere agricultural equipment; Peterbilt transportation equipment; and Clark, Sellick, Doosan, and JLG material handling equipment. Cervus common shares are listed on the Toronto Stock Exchange and trade under the symbol "CERV".
For more information please contact:
Angela Lekatsas, President and CEO
Catie Busch, Chief Financial Officer
Certain statements included in this press release may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "planned", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases which state that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur", "be achieved", or other similar expressions of future or conditional verbs.
More particularly and without limitation, this press release contains forward-looking statements and information regarding the completion of the Arrangement and the timing of its completion, as well as the satisfaction of conditions for closing which include, without limitation, the requisite regulatory and court approvals and the satisfaction of conditions precedent. There can be no assurance that the Arrangement will be completed as proposed, or at all.
Forward-looking statements are based on certain current expectations, estimates, projections, and assumptions of the Company, including, without limitation, (i) with respect to the completion of the Arrangement, and (ii) with respect to the ability of the Company to receive, in a timely manner, the requisite regulatory and court approvals and satisfy, in a timely manner, all conditions precedent to the closing of the Arrangement. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, (i) risks associated with the delay or failure to receive regulatory and court approvals with respect to the Arrangement, (ii) the Arrangement not proceeding, and (iii) such other risks identified in the Information Circular. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof, and thus are subject to change hereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in the Company's public filings.