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Eurocontrol Announces Special Meeting Date
Toronto, CANADA, October 10, 2018 - Eurocontrol Technics Group Inc. (TSX Venture: EUO; OTCQB: EUCTF) (“Eurocontrol” or the “Company”), announces that a special meeting (the "Meeting") of holders of common shares of the Company ("Shareholders") will be held at 10:00 a.m. (Toronto time) on October 31, 2018.
At the Meeting, Shareholders will be asked to pass a special resolution to approve the previously announced proposed sale by the Company of its subsidiaries, Xenemetrix Ltd., Croptimal Ltd. and Xwinsys Technology Development Ltd. to DYG Holdings Ltd (the “Sale Transaction”). Shareholders will also be asked to pass a special resolution at the Meeting to give authority to the Company's board of directors (the "Board of Directors") to amend the articles of incorporation of the Company to (i) change the name of the Company, and (ii) to effect: a consolidation of all of the Company's issued and outstanding common shares on the basis of one (1) post-consolidation common share of the Company for up to ten (10) pre-consolidation common shares, in each case, as it may determine. Shareholders of record as of October 1, 2018 will be entitled to vote their common shares of the Company at the Meeting.
The proposed Sale Transaction has been conditionally accepted by TSX Venture Exchange (the “TSXV”). Closing of the Sale Transaction is subject to, among other things, final acceptance by the TSXV and obtaining shareholder approval. Additional details regarding the proposed Sale Transaction are set out in the Company’s news release dated September 14, 2018 and in the management information circular of the Company dated October 2, 2018, each of which are available on the Company's SEDAR profile at www.sedar.com. Additional details regarding the proposed name change and share consolidation, and procedures for voting at the Meeting are also set out in the management information circular.
Paul Wood, Interim CEO and President stated, “The Sale Transaction is intended to facilitate a rapid and cost-effective final disposition of the Company’s discontinued business in Israel. At the Meeting, we will ask our shareholders to approve the name change and share consolidation in order to give the Company additional flexibility to structure and execute a potential value enhancing transaction. Our goal continues to be to transform the Company’s business efficiently and diligently. Should these resolutions be passed, and with the advancement of earn-out payments through the settlement agreement entered into with SICPA Finance S.A. (see press release of July 31, 2018), $2.1 million of which has now been received leaving a balance of $1.3 million due January 3, 2019, the Company would be well positioned to facilitate a greater range of transformative transaction alternatives.”
Neither 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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Forward-Looking Statements - This news release contains “forward-looking statements”. All statements, other than statements of historical fact included in this news release, regarding Eurocontrol’s strategy, future operations, possible strategic transactions, financial position, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “plan,” “will,” “would,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Eurocontrol’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. As such, actual results, performance, or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits or negative impact they will have on Eurocontrol and its shareholders.