The purpose of the Meeting is to consider, and if thought advisable, to pass a special resolution, with or without variation (the “Arrangement Resolution”), approving the previously announced plan of arrangement with
The record date for determining the Shareholders that will be entitled to receive notice of and vote at the Meeting has been fixed as of the close of business on
On
Board Recommendation
After a thorough and careful review and consideration of the best interests of the Company, the terms of the Arrangement and its impact on the Minority Shareholders and the Company’s other stakeholders, a special committee (the “Special Committee”) comprised solely of independent directors of Allied, has unanimously concluded that the Consideration to be received by the Minority Shareholders pursuant to the Arrangement is fair to such Minority Shareholders and that the Arrangement is in the best interest of the Company. Accordingly, the Special Committee unanimously recommended that the Board (with interested directors abstaining from voting) approve the Arrangement Agreement and that Shareholders vote in favour of the Arrangement.
After a thorough and careful review and consideration of the best interest of the Company, and after receiving legal and financial advice and the recommendation of the Special Committee, the Board determined that the Arrangement is in the best interest of the Company and is fair to the Minority Shareholders.
ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE, THE BOARD (WITH INTERESTED DIRECTORS ABSTAINING FROM VOTING) RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.
Required Approvals
To be effective, the Arrangement Resolution must be approved by a special resolution passed by (i) at least two-thirds (66 ⅔%) of the votes cast by Shareholders (including
The Shares are currently listed on the
Your vote is important. The Meeting Materials provide a description of the Arrangement and include certain additional information to assist Shareholders in considering how to vote on the Arrangement. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.
Whether or not you are able to attend, the Company encourage you to ensure that your Shares are voted at the Meeting by one of the means described in the Meeting Materials.
If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the form of proxy included in the Meeting Materials and deposit it with
If you are a non-registered Shareholder of the Company and receive the Meeting Materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.
If you have any questions relating to the Arrangement, please contact
The Arrangement is expected to close in
Due to the ongoing COVID-19 pandemic and recent Provincial and Federal guidance regarding public gatherings, Shareholders and proxyholders are strongly encouraged not to attend the Meeting in person so that the Company can mitigate potential risks to the health and safety of Shareholders, employees, and the community. There will be strict limitations on the number of persons permitted entry to the physical meeting location and guests will not be permitted entry. Rather, the Company urges all Shareholders to vote by proxy in advance of the Meeting date.
About
Allied is involved in the ownership, management and development of hotels and real estate in
On behalf of the Board of Directors:
(signed)
President, Chief Financial Officer, Secretary and Director
For more information please contact:
Tel: 604-669-5335
Fax: 604-682-8131
e-mail: mikechan@alliedhotels.com
Neither the
Forward-Looking Information
This release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities legislation. All information contained herein that is not historical in nature may constitute forward-looking information. Often, but not always, forward-looking statements can be identified by the use of words such as “will” and “expected” or variations of such words and phrases. Forward-looking statements herein include, but are not limited to, statements regarding the anticipated Arrangement, including receipt of any required approvals, and the timing and anticipated benefits thereof and are based on management’s current expectations and assumptions. Those expectations and assumptions are currently considered reasonable by management but are inherently subject to business, market and economic risks, uncertainties, and contingencies which may cause the actual results, performance, or achievements of Allied to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
These forward-looking statements are based on management’s current expectations and beliefs but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. The Company disclaims any obligation to update, or to publicly announce, any such statements, events or developments except as required by law. Risk factors include, among others: the risk that the Arrangement may not close on a timely basis, the risk that the Arrangement Agreement may be terminated, the risk that all conditions precedent to the Arrangement may not be satisfied, the risk that Allied will incur costs and the risk that the market price for Shares may decline.
For additional information on these risks and uncertainties, see Allied’s most recently filed Annual MD&A (“MD&A”) and interim MD&A (“Interim MD&A”), which are available on SEDAR at www.sedar.com. The risk factors identified in the MD&A and Interim MD&A are not intended to represent a complete list of factors that could affect Allied. Accordingly, readers should not place undue reliance on forward-looking statements. Allied does not assume any obligation to update the forward-looking information contained in this press release, unless required by law.
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