CPE News (5/26/2020) – Shareholders of Horizon North Logistics Inc. (TSX: HLN.TO) have approved previously announced transaction with 10647802 Canada Limited, operating as Dexterra Integrated Facilities Management, an indirect wholly-owned subsidiary of Fairfax Financial Holdings Limited (TSX: FFH and FFH.U).
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.
The transaction is expected to close on or about May 29, 2020, subject to other customary conditions.
Calgary based Horizon North is a provider of a full range of industrial, commercial, and residential products and services.
Mississauga, Ontario based Dexterra provides quality solutions for the operation and maintenance of built assets and infrastructure including facilities management and operations, remote workforce accommodation, and forestry services.
Formerly part of Carillion Canada, Dexterra was acquired by Fairfax Financial Holdings in March 2018.
News Release
Horizon North Logistics Inc. Announces Shareholders Vote Overwhelmingly to Approve Issuance of Shares to Fairfax Financial Holdings Limited Affiliate in Connection with Transaction with Dexterra and Filing of Dexterra’s 2020 First Quarter Results
CALGARY, May 26, 2020 /CNW/ – 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.
Corporate Information
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.
SOURCE Horizon North Logistics Inc.
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