Pacific Safety holders approve $15.4M sale

Pacific Safety holders approve $15.4M sale to Med-Eng

2016-12-19 12:27 ET - News Release

Mr. Terry Vaudry reports
ACQUISITION OF PACIFIC SAFETY PRODUCTS INC. BY MED-ENG HOLDINGS ULC APPROVED AT ANNUAL AND SPECIAL MEETING
At its annual and special meeting of shareholders held today, Pacific Safety Products Inc.'s shareholders approved, among other things, a special resolution in respect of the previously announced plan of arrangement involving PSP and Med-Eng Holdings ULC (the buyer), an indirect Canadian wholly-owned subsidiary of Safariland LLC, pursuant to Section 192 of the Canada Business Corporations Act. The arrangement was approved by approximately 97.51% of the votes cast by shareholders present in person or represented by proxy at the meeting.

Pursuant to the Arrangement, (i) the Buyer will acquire all of the issued and outstanding common shares of PSP for $0.21 per share in cash; (ii) the Buyer will acquire the common shares of PSP issued upon conversion of outstanding convertible debentures in the aggregate principal amount of $749,000, which are convertible at a price of $0.15 per common share; and (iii) each stock option of the Company outstanding immediately prior to the effective time of the Arrangement will be cancelled in exchange for a cash payment equal to the amount by which the consideration per common share payable pursuant to the Arrangement exceeds the exercise price of such option. Total cash consideration of approximately $15.4 million will be paid for PSP's common shares, convertible debentures and stock options.

It is anticipated that the Arrangement will be completed on or about December 22, 2016, subject to satisfaction or waiver of all conditions to closing set out in the arrangement agreement dated November 10, 2016, as amended, between PSP and the Buyer.
Trading of the common shares of PSP is currently halted and will remain halted pending delisting, which is anticipated to occur subsequent to the closing of the Arrangement.
We seek Safe Harbor.