Discovery Air Inc. to Seek Exemptive Relief from Formal Valuation Requirement
Toronto, ON – July 25, 2017 – Discovery Air Inc. (“Discovery Air” or the “Corporation”) (TSX: DA.DB.A) announced today that it has applied for exemptive relief pursuant to section 9.1 of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), from the formal valuation requirement in section 5.4 of MI 61-101 in connection with three previously announced transactions: (a) the conversion, by certain funds managed by Clairvest Group Inc. (together with such funds, “Clairvest”) and certain co-investors of Clairvest (Clairvest, together with such co-investors, the “Clairvest Group”), of the outstanding balance (approximately $25,000,000 as at June 30, 2017) under a $25,000,000 revolving credit facility dated December 20, 2016 between Discovery Air Defence Services Inc. (“DADS”), a wholly-owned subsidiary of the Corporation, as borrower, and the Clairvest Group, as lenders, into common shares of DADS (“DADS Shares”) (the “Clairvest Group Conversion”); (b) the conversion by Clairvest of the outstanding balance (approximately $6,000,000 as at June 30, 2017) under a $13,000,000 revolving credit facility dated June 5, 2017 between DADS, as borrower, and Clairvest, as lenders, into DADS Shares (the “Clairvest Conversion” and, together with the Clairvest Group Conversion, the “Conversions”); and (c) the exchange, by the Clairvest Group, of up to $18,400,000 principal amount of senior secured convertible debentures of the Corporation pursuant to a letter agreement between the Corporation, DADS and the Clairvest Group dated June 5, 2017, for DADS Shares having an aggregate value equal to $14,700,000 (the “Swap Option” and, together with the Conversions, the “Transactions”).
On May 26, 2017, pursuant to a plan of arrangement, Clairvest acquired all of the common shares of the Corporation not owned by the Clairvest Group and certain members of the Corporation’s management (the “Privatization”). As of the Privatization, the Clairvest Group holds approximately 95% of the outstanding common shares of the Corporation and members of the Corporation’s management hold approximately 5% of the outstanding common shares of the Corporation.
As a consequence, the Transactions are “related party transactions” to which Part 5 of MI 61-101 would apply, including the requirement to obtain a formal valuation in connection with the Transactions. There is no exemption from the formal valuation requirements available to the Corporation under MI 61-101. The Corporation completed a formal valuation on the Corporation in accordance with the requirements set out in MI 61-101 in connection with the Privatization, and in addition, the conversion price for the Transactions is based upon, among other information, work prepared by the Corporation’s financial advisor in connection with a financial analysis of DADS. Based on the foregoing, and as minority shareholder approval of the Transactions is not required, the Corporation has applied for relief from the formal valuation requirement in connection with the Transactions. If and when the foregoing relief is granted, an order will be published by the Ontario Securities Commission and made available on its website (http://www.osc.gov.on.ca/en/SecuritiesLaw_orders_index.htm) in due course.
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 application for exemptive relief 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 three-month period ended April 30, 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 unsecured convertible debentures trade on the Toronto Stock Exchange (symbol DA.DB.A).
For further information, please contact:
Chief Financial Officer