Horizon North Logistics Inc. (“Horizon North” or the “Corporation”) (TSX: HLN.TO) announces that at its special meeting held earlier today (the “Meeting”), holders (“Shareholders”) of common shares of Horizon North (“Common Shares”) showed their overwhelming support of the previously announced transaction (the “Transaction”) with 10647802 Canada Limited, operating as Dexterra Integrated Facilities Management (“Dexterra”), an indirect wholly-owned subsidiary of Fairfax Financial Holdings Limited (TSX: FFH and FFH.U) (“Fairfax Financial”). Pursuant to the Transaction, Horizon North will acquire all of the issued and outstanding shares of Dexterra in exchange for such number of Common Shares such that, upon completion of the Transaction, a wholly-owned subsidiary of Fairfax Financial will control 49% of Horizon North and existing Shareholders will control 51% of the combined company.
A total of 90,040,420 Common Shares (approximately 54.43% of the issued and outstanding Common Shares) were represented at the Meeting in person by virtual attendance or by proxy.
At the Meeting, Shareholders voted in favour of the ordinary resolution (the “Share Issuance Resolution”) to, among other things, approve the issuance of Common Shares pursuant to the Transaction and approve the waiver of, and certain amendments to, the Corporation’s shareholder rights plan such that it will not apply to the Transaction. The Share Issuance Resolution was approved by 99.76% of the votes cast by Shareholders. A copy of the amending agreement in respect of the shareholder rights plan is available under Horizon North’s profile on SEDAR at www.sedar.com.
In addition, Shareholders voted in favour of the ordinary resolution (the “Option Resolution”) to approve the unallocated options that will be available under the Corporation’s stock option plan following, and conditional upon, completion of the Transaction, including options which may be considered to be re-granted following the cancellation of options immediately prior to completion of the Transaction. The Option Resolution was approved by 94.15% of the votes cast by Shareholders, after excluding the votes cast by existing holders of options who may benefit from a subsequent grant of options shortly after completion of the Transaction in accordance with the rules of the Toronto Stock Exchange.
As previously announced, all regulatory approvals necessary for completion of the Transaction have been obtained. Completion of the Transaction remains subject to other customary conditions to closing and is expected to occur on or about May 29, 2020.
Dexterra’s First Quarter Results
Horizon North also announces that Dexterra’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2020 and March 31, 2019 and related Management’s Discussion and Analysis have been filed with the Canadian securities regulatory authorities and are available on SEDAR at www.sedar.com under Horizon North’s profile.
About Horizon North
Horizon North is a publicly listed corporation (TSX: HNL.TO) providing a full range of industrial, commercial, and residential products and services. Our Industrial Services division supplies workforce accommodations, camp management services, access solutions, maintenance and utilities. Our Modular Solutions division integrates modern design concepts and technology with state of the art, off-site manufacturing processes; producing high quality building solutions for commercial and residential offerings including offices, hotels, and retail buildings, as well as distinctive single detached dwellings and multi-family residential structures. As a result of our diverse product and service offerings, Horizon North is uniquely positioned to meet the needs of our customers in numerous sectors, anywhere in Canada.
Additional information related to Horizon North, including the Corporation’s annual information form, press releases, financial statements and management’s discussion and analysis are available on SEDAR at www.sedar.com. For further information, please contact Rod Graham, President and Chief Executive Officer or Scott Matson, Senior Vice President and Chief Financial Officer, 900, 240 – 4th Avenue S.W., Calgary, Alberta T2P 4H4; Telephone (403) 517 ‐ 4654, Fax (403) 517 ‐ 4678; website: www.horizonnorth.ca.
This news release contains certain statements or disclosures relating to Horizon North that are based on the expectations of its management as well as assumptions made by and information currently available to Horizon North which may constitute forward-looking statements or information (“forward‐looking statements”) under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Horizon North anticipates or expects may, could or will occur in the future (in whole or in part) should be considered forward‐looking statements. In some cases, forward‐looking statements can be identified by the use of the words “anticipate”, “will”, “expected”, “continues”, “future”, “opportunity”, “believe” and similar expressions.
Forward-looking statements include, but are not limited to, statements with respect to timing and certainty regarding completion of the Transaction, including the number of Common Shares to be issued in connection with the Transaction and the ability of Horizon North and Dexterra to fulfil the conditions precedent to the Transaction.
The forward‐looking statements contained in this news release reflect several material factors, expectations and assumptions of Horizon North including, without limitation, factors and expectations concerning the anticipated benefits of the Transaction and the combined company.
Horizon North believes the material factors, expectations and assumptions reflected in the forward‐looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward‐looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward‐looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements including, without limitation: general economic, market and business conditions, including in light of the COVID‐19 pandemic; the risks that the parties may not be able to satisfy the other conditions to closing and the Transaction may not close; and certain other risks detailed from time to time in Horizon North’s public disclosure documents including, without limitation, those risks identified in this news release, and in Horizon North’s annual information form, copies of which are available on Horizon North’s SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward‐looking statements.
The forward‐looking statements contained in this news release are made as of the date hereof and the Corporation undertakes no obligations to update publicly or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.