Discovery Air Inc. and Clairvest Announce Completion of Going Private Transaction
Toronto, ON – May 26, 2017 – Discovery Air Inc. (“Discovery Air” or the “Corporation”) (TSX: DA.A) and Clairvest Group Inc. (“Clairvest”) (TSX: CVG) announced today the closing of the previously announced statutory plan of arrangement under section 192 of the Canada Business Corporations Act, pursuant to which, among other things, all of the common shares of the Corporation (the “Shares”) were acquired by 10123200 Canada Inc., a wholly owned subsidiary of an investment fund managed by Clairvest (the “Arrangement”).
The Arrangement, which was announced on March 24, 2017, was approved by shareholders of the Corporation at the special meeting of shareholders held on May 23, 2017, and by the Ontario Superior Court of Justice (Commercial List) on May 24, 2017.
Corporation shareholders who hold their Shares through a broker or intermediary may contact that broker or intermediary for instructions and assistance in receiving the consideration for their Shares. Shareholders who hold their Shares in certificated form are required to complete and sign a letter of transmittal and deliver it, together with their share certificates and the other required documents to the depositary, Computershare Trust Company of Canada. Further information concerning these processes is outlined in the Corporation’s management information circular dated April 20, 2017 (the “Circular”), a copy of which is available, along with the letter of transmittal, under the Corporation’s profile on SEDAR at www.sedar.com and on the Corporation’s website at www.discoveryair.com. All questions regarding the cash consideration, including any request for another letter of transmittal, should be directed to the depositary, Computershare Trust Company of Canada at 1-800-564-6253.
The Corporation has applied to delist its Class A common voting shares (the “Class A Shares”) from the Toronto Stock Exchange and expects such delisting to be completed within 3 business days.
Clairvest will file an early warning report on SEDAR at www.sedar.com with respect to the closing of the Arrangement, which will also be available by contacting the Director, Investor Relations and Marketing for Clairvest at (416) 925-9270.
In connection with the Arrangement, the amalgamated entity, “Discovery Air Amalco”, has agreed to assume the Corporation’s obligations under the convertible debenture indenture dated as of May 12, 2011 (as amended by a first supplemental convertible debenture indenture dated as of November 27, 2014) (the “Convertible Debenture Indenture”), pursuant to a second supplemental convertible debenture indenture entered into by Computershare Trust Company of Canada and Discovery Air Amalco. A copy will be filed on SEDAR. In accordance with the terms of the Convertible Debenture Indenture, as amended, the debentureholders’ right of conversion is adjusted so that each debentureholder, upon exercising its right of conversion, shall only be entitled to receive and shall accept, in lieu of the number of Shares then sought to be acquired by it, $0.20 per Share pursuant to any such conversion. The Corporation’s 8.375% convertible unsecured subordinated debentures will continue to be listed for trading on the Toronto Stock Exchange under the symbol “DA.DB.A”.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this press release are forward-looking statements (as defined in applicable securities laws). These statements include, without limitation, statements relating to the expected timing of the delisting of the Class A Shares, the listing status of the convertible debentures and other statements that are not historical facts.
Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. For a description of relevant assumptions and risks, please consult the Circular, Discovery Air’s 2017 Annual Information Form dated April 13, 2017, and Discovery Air’s 2017 MD&A for the period ended January 31, 2017, all filed with the Canadian provincial securities regulatory authorities (available at www.sedar.com) and which are also available on Discovery Air’s website at www.discoveryair.com. Additional details regarding the Arrangement are disclosed in the Circular. The forward-looking statements contained in this press release describe our expectations as of the date hereof, and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise.
About Discovery Air
Discovery Air is a global leader in specialty aviation services. We deliver exceptional air combat training, medevac equipped aircraft services, air charter services, helicopter operations, and transport and logistics support to ensure operational readiness, health, safety and vital lifelines for our clients and the communities we serve.
Discovery Air’s Class A Shares and unsecured convertible debentures trade on the Toronto Stock Exchange (symbols DA.A and DA.DB.A, respectively).
For further information, please contact:
Chief Financial Officer
Clairvest Group Inc. is a private equity investor which invests its own capital, and that of third parties through the Clairvest Equity Partners limited partnerships, in businesses that have the potential to generate superior returns. In addition to providing financing, Clairvest contributes strategic expertise and execution ability to support the growth and development of its investee partners. Clairvest realizes value through investment returns and the eventual disposition of its investments.
For further information, please contact:
Director, Investor Relations and Marketing
Clairvest Group Inc.
Tel: (416) 925-9270
Fax: (416) 925-5753