The Record Date was set for June 6, 2007.
MONTREAL, June 22 /CNW Telbec/ - (Note: All amounts are expressed in Canadian dollars unless otherwise indicated.) GROUPE LAPERRIERE & VERREAULT INC. ("GL&V"; ticker symbols GLV.A, GLV.B/TSX) announces that pursuant to an interim order issued by the Quebec Superior Court, a Special General Meeting of GL&V Shareholders (the "Meeting") will be held to vote on the proposed Arrangement with the Danish company FLSmidth & Co. ("FLS"). The Meeting will take place on July 27, 2007 in the Pierre de Coubertin Room of the Omni Hotel, 1050 Sherbrooke Street West, Montreal, at 10:30 a.m. local time. The definitive Information Circular, proxy forms and letter of transmittal will be mailed to shareholders around July 3, 2007.
GL&V's shareholders of record at the close of business on June 6, 2007 will be entitled to vote on the proposed Arrangement. However, each holder of Class A Subordinate Voting Shares or of Class B Multiple Voting Shares acquired after the Record Date shall be entitled to vote at the Meeting provided such holder establishes that he or she is a Shareholder and requests, at least 48 hours before the Meeting, the registration of his or her name on the list of Shareholders entitled to vote. Assuming that GL&V's shareholders holding at least 75% of each class of GL&V voting shares (Class A subordinate voting shares and Class B multiple voting shares), present or represented by proxy at the Special General Meeting, approve the Arrangement and that other closing conditions including regulatory approvals are satisfied, final court approval will be required and sought from the Quebec Superior Court on July 30, 2007. The closing date of the transaction between GL&V and FLS is scheduled around August 6, 2007.
On April 20, 2007, GL&V and FLS announced that they had entered into an agreement pursuant to a Plan of Arrangement whereby FLS will acquire all the outstanding Class A subordinate voting shares and Class B multiple voting shares of GL&V. In connection with the Arrangement, GL&V will transfer its Water Treatment and Pulp and Paper Groups and its Manufacturing unit into a new corporation ("New GLV") that will be listed on the TSX Exchange and be spun off to GL&V's shareholders. Following the Arrangement, FLS will effectively own 100% of GL&V's Process Group in exchange for a consideration of $840 million in cash (equivalent to $33 per share) and the assumption of the net debt, with the exception of a net debt of $50 million that will be assumed by New GLV. Pursuant to the Arrangement, each GL&V shareholder will receive a per-share consideration of $33 in cash and one share of New GLV. Holders of Class A subordinate voting shares and Class B multiple voting shares will receive respectively one Class A subordinate voting share and one Class B multiple voting share of the New GLV for each corresponding share of GL&V held.
About GL&V and New GLV
Founded in 1975, GL&V is a world leader in liquid/solid separation technologies used in a large number of industrial, municipal and environmental processes. The Process Group, which is intended to be transferred to FLS pursuant to the terms of the Arrangement, offers an extensive selection of liquid/solid separation solutions intended for metal and minerals processing, as well as various other industrial markets such as pulp and paper, energy, chemicals, petrochemicals and food processing. The Water Treatment Group, which will be transferred to New GLV pursuant to the terms of the Arrangement, specializes in the development and marketing of equipment for the treatment of municipal and industrial wastewater and process water used in various industrial processes, as well as water intake screening solutions for power stations and desalination plants. The Pulp and Paper Group, also to be transferred to the New GLV pursuant to the terms of the Arrangement, specializes in the design and marketing of equipment used in various stages of pulp and paper production, notably chemical pulping, pulp preparation and sheet formation, and is a recognized leader in rebuilding, upgrading and optimization services for existing pulp and paper equipment. Finally, a Manufacturing unit, which will also be transferred to the New GLV pursuant to the terms of the Arrangement, specializes in the production of large custom-made parts for external customers involved mainly in the pulp and paper and energy sectors, as well as the Pulp and Paper Group.
Consisting primarily of the Water Treatment Group, the Pulp and Paper Group and the Manufacturing unit, New GLV will continue to be managed by GL&V's current management team (with the exception of the Process Group's officers and managers). Its mission will be to become a world leader in targeted industrial and municipal solutions, with a strong focus on the fast-growing environmental technology sector. It will inherit and operate a solidly established worldwide business that should generate revenues of more than $500 million in its first year of operation, as well as an excellent product portfolio, a large and diversified customer base, approximately 1,500 employees working in some 30 countries and an experienced management team. New GLV will aim for profitable growth and the creation of long-term shareholder value by replicating the same business model and strategies that have proven successful for GL&V over the last three decades, based on: targeted expansion through the acquisition and efficient integration of complementary businesses, enhancement of its technology portfolio to provide customers with complete high-performance solutions, a strong aftermarket business and an optimal cost structure, including through efficient outsourcing.
Certain statements set forth in this press release that describe the objectives, projections, estimates, expectations or forecasts of both GL&V and New GLV may constitute forward-looking statements within the meaning of securities legislation. Management would like to point out that, by their very nature, forward-looking statements involve a number of risks and uncertainties such that New GLV's future results could differ materially from those indicated. Factors of uncertainty and risk that might result in such differences include trends in the demand for New GLV's products and cost of its raw materials, fluctuations in the value of various currencies, pressures exerted on prices by the competition, compliance with environmental legislation and general changes in economic conditions. There can be no assurance as to the materialization of the results, performance or achievements as expressed in or underlying the forward-looking statements. Unless required to do so pursuant to applicable securities legislation, management assumes no obligation as to the updating or revision of the forward-looking statements as a result of new information, future events or other changes.