VANCOUVER, BRITISH COLUMBIA — (Marketwired) — 07/29/13 — EPI Environmental Technologies Inc. (TSX VENTURE: EPI) announces that it has approved, subject to shareholder and regulatory approval, a proposal by Joseph Gho, a director and the Chief Executive Officer of EPI, together with certain of his family affiliates (the “Gho Family”), to take EPI private by way of a share consolidation. The proposal was made by the Gho Family on the basis that the administrative burden associated with EPI–s status as a reporting company outweighs any benefits to EPI and its minority shareholders resulting from that status.
Under the Gho Family–s proposal, the going-private transaction will be accomplished through the consolidation of EPI–s issued and outstanding shares. The proposal contemplates the consolidation of EPI–s shares on the basis of one new common share for approximately each 16,617,776 common shares now outstanding. Those shareholders who would otherwise have been entitled to receive fractional shares will instead be paid $0.23 in cash per common share held by them prior to the consolidation, and the Gho Family will become the sole shareholder of EPI.
The price at which fractional shares will be paid out represents a 28% premium to the weighted average trading price of EPI–s shares in the 30 trading days prior to July 29, 2013, the date the proposal was accepted by the board of directors, and a 15% premium to the 52-week high for the shares.
The proposed transaction is subject to applicable securities laws and the rules and policies of the TSX Venture Exchange (“TSXV”), including the rules that specifically govern going-private transactions.
The transaction is subject to the definitive agreement between EPI and the Gho Family, approval by a majority of the votes cast on the resolution by shareholders other than the Gho Family and its associates, and acceptance by the TSXV.
The proposal was considered by an independent committee of the board of directors composed of Reginald Allen and Sam Wang. The committee engaged RwE Growth Partners, Inc. (“RwE”) to prepare a valuation of all of the issued and outstanding shares of EPI. Subject to the qualifications, restrictions and assumptions set forth in its valuation, in the opinion of RwE, as at March 31, 2013, the fair market value of the common shares of RwE is in the range of US$0.22 to US$0.23 per share. On the basis of the valuation and various other factors, including the lack of liquidity of EPI–s shares and the unlikelihood of a third party offer, all of which will be detailed in an information circular to be mailed to shareholders, the independent committee has unanimously recommended to the board of directors of EPI that the consolidation resolution be submitted to EPI–s shareholders for approval and that the shareholders vote in favour of the resolution.
The Annual and Special General Meeting of the Shareholders of EPI will be held on September 19, 2013 and the consolidation resolution will be presented to shareholders at the meeting. An information circular in respect of the consolidation, among other matters, will be sent to shareholders on or about August 23, 2013.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
EPI Environmental Technologies Inc.
Henry Poon
Chief Financial Officer
604.738.6281