Dec 19 2009
Continuum Health Care Inc. ("Continuum") is pleased to announce that all of the resolutions, as set forth in the management information circular (the "Circular") dated November 13, 2009 for the Annual General and Special Shareholders' meeting of Continuum held on December 10, 2009 (the "AGM"), were duly passed at the AGM.
Shareholder approval was received at the AGM from both the holders of the common shares of Continuum (the "Common Shares") and the holders of the series 1 preferred shares of Continuum (the "Preferred Shares") (collectively, with the holders of the Common Shares, the "Shareholders") for, among other things, the proposed going private transaction by way of amalgamation pursuant to the acquisition agreement (the "Agreement") dated October 15, 2009 made between Continuum and Hallmark Properties Ltd. ("Hallmark"). Under the terms of the Agreement, the parties thereto proposed to implement an amalgamation pursuant to which Hallmark will amalgamate with Continuum (the "Amalgamation") to form "Hallmark Properties Ltd." ("Amalco").
Following Shareholder approval at the AGM, Continuum and Hallmark entered into an amalgamation agreement (the "Amalgamation Agreement") dated December 11, 2009, substantially in the form provided in the Circular. The Amalgamation was consummated effective December 15, 2009, pursuant to the Agreement whereby Continuum amalgamated with Hallmark to form Amalco.
Upon completion of the Amalgamation, the holders of Common Shares, other than the Acquiring Shareholders (as that term is defined in the Circular), received one redeemable preferred share of Amalco for each Common Share held, each of which was redeemed for $0.29 in cash on the Redemption Date (as that term is defined in the Circular). The Shareholders who were "Acquiring Shareholders", a group comprised primarily of Patrick M. Hovan, Peter H. Allan, Evan Wellbourn, Tracy Wayne, Mushtaq Thobani and Marjorie Hovan, received one common share of Amalco for each Common Share held and holders of Preferred Shares received one series 1 preferred share of Amalco for each Preferred Share held.
The Common Shares, which previously traded on the TSX Venture Exchange (the "TSXV") under the symbol CCF, have been delisted from the TSXV effective close of business on December 17, 2009.
Source:
CONTINUUM HEALTH CARE INC.