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Growth & Excellence

 

2014

 

 

May 5 AMALGAMATION COMPLETED  

Apr 29 PROPOSED AMALGAMATION RECEIVES 96.9% SHAREHOLDER APPROVAL  

Mar 3 MCVICAR REPORTS FOURTH QUARTER 2013 RESULTS  

Feb 28 MCVICAR INDUSTRIES INC. SPECIAL MEETING DATE RESCHEDULED  

Jan 30 MCVICAR INDUSTRIES INC. ENTERS MERGER AGREEMENT WITH PRINCIPAL SHAREHOLDER

Jan 24 MCVICAR ANNOUNCES CHANGES TO THE SHAREHOLDING OF MAJOR SHAREHOLDER  

Jan 20 MCVICAR ANNOUNCES COMPLETION OF SALE OF ITS HONGBO SUBSIDIARY  


McVICAR INDUSTRIES INC.
PRESS RELEASE
May 5, 2014
Trading Symbol: MCV

AMALGAMATION COMPLETED: McVicar Industries Inc. ("McVicar") (TSXV symbol MCV) announces that its amalgamation (the "Amalgamation") with 1909734 Ontario Limited, a wholly owned subsidiary of GC Consulting & Investment Corp. ("GCCI"), a corporation controlled by Dr. Gang Chai, McVicar's chief executive officer, to form a new corporation ("Amalco") named McVicar Industries Inc. which will be a wholly owned subsidiary of GCCI. The Amalgamation became effective April 30, 2014.

McVicar has now provided funds to TMX/CDS to pay the $0.50 per share redemption entitlement to former non-registered beneficial holders of McVicar shares (other than shares held by dissenting shareholders, GCCI and related parties which have been cancelled). Funds should be credited to the accounts of such former shareholders within the next few days.

Registered shareholders should complete the Letter of Transmittal, which accompanied the management information circular which was mailed in respect to the April 29th meeting, and send it to McVicar at the address below along with the certificates representing their shares. Upon receipt of the properly completed letters of transmittal and share certificates, payment of the redemption entitled will be forwarded by cheque. Any registered shareholders requiring assistance with this process may call McVicar at 416 366-7420 or email to info@mcvicar.ca.

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McVICAR INDUSTRIES INC.
PRESS RELEASE
April 29, 2014
Trading Symbol: MCV

PROPOSED AMALGAMATION RECEIVES 96.9% SHAREHOLDER APPROVAL: McVicar Industries Inc. ("McVicar") (TSXV symbol MCV) announces that at its special meeting of shareholders held today (the "Meeting") Shareholders have passed a special resolution approving the proposed amalgamation (the "Amalgamation") of McVicar with 1909734 Ontario Limited, a wholly owned subsidiary of GC Consulting & Investment Corp. ("GCCI"), a corporation controlled by Dr. Gang Chai, McVicar's chief executive officer, to form a new corporation ("Amalco") to be named McVicar Industries Inc. which will be a wholly owned subsidiary of GCCI.

The special resolution was passed by 15,663,013 votes or approximately 96.9% of the 16,169,999 votes cast at the Meeting. Excluding the votes attaching to the 6,261,182 shares owned by GCCI and related parties, the special resolution was passed by 9,401,831 or approximately 94.9% of the votes by unrelated minority shareholders. A total of 506,986 votes were cast against the resolution.

"I am very gratified" said Dr. Gang Chai "that the overwhelming majority of McVicar shareholders have supported this transaction and accepted that the $0.50 per share cash consideration, (a more than 126% premium to the prevailing price prior to the announcement of the Amalgamation) represents a fair price for McVicar shares.

McVicar now intends to proceed with filing articles of amalgamation to complete the Amalgamation.

As previously disclosed, upon completion of the Amalgamation each outstanding McVicar common share (other than those held by shareholders who exercise their dissent and appraisal rights under s. 185 of the Business Corporations Act (Ontario) and by GCCI which will be cancelled) will be exchanged for one redeemable preferred share of Amalco, which will be redeemed by Amalco for cash consideration of $0.50 per preferred share as soon as possible following the Amalgamation. All of the issued shares of Subco (currently held by GCCI) will be exchanged for shares of Amalco. Consequently, completion of the Amalgamation will result in such shareholders effectively receiving a cash consideration of $0.50 per McVicar share and GCCI having effectively acquired 100% of the issued shares of McVicar.

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McVICAR INDUSTRIES INC.
PRESS RELEASE
March 3, 2014
Trading Symbol: MCV

MCVICAR REPORTS FOURTH QUARTER 2013 RESULTS: McVicar Industries Inc. ("McVicar" or the "Company") (TSXV: MCV) today announces that the Company has filed its unaudited interim consolidated financial results for the three months and twelve months ended December 31, 2013. All figures are in Canadian dollars unless otherwise stated. The unaudited interim consolidated financial statements and Management Discussion and Analysis may be downloaded from www.sedar.com.

The chemical business operated by Zhejiang Hongbo Chemical Co. Ltd., (“Hongbo”) a wholly-owned subsidiary of the Company, was discontinued in late 2013.

Continuing Operations

Revenue for the fourth quarter ended December 31, 2013 were $4.4 million, up 17% from $3.8 million for the same period of 2012. These significant increases were due mainly to increased sale from the Technology products. The sales of Technology products grew by 17% to $4.3 million from $3.7 million for the same period of 2012 due to a resumption of sales to its previous one big client. The sales of Chemical products were $0.13 million, flat versus the same period of 2012.

Revenue for the twelve months ended December 31, 2013 were $17.9 million, up 14% from $15.7 million for the same period of 2012, of which the sales of Technology products were up 14%, and the sales of the Chemical products were flat, versus the same period of 2012.

Gross profit for the fourth quarter increased by $0.4 million (or 42%) to $1.5 million and for the twelve months increased by $1.6 million (or 37%) to $5.9 million, compared to the same periods of 2012. Gross profit as a percentage of sales for both the fourth quarter and the twelve months improved by 5% to 33% compared to 28% for the same periods of 2012. The technology products gross margins year-over-year improved by 5% reflecting less provision for obsolete and slow-moving inventories, and improved margins resulted from termination of sales to some low-margin products distributors in the second half of 2012 with an aim to streamline its production.

Net income for the fourth quarter was $0.4 million or $0.010 per share compared to net loss of $0.2 million or $0.003 loss per share for the same period of 2012. Net income for the twelve months was $2.1million or $0.060 compared to $0.4 million or $0.016 per share for the same period of 2012.

Discounted operations

As of December 31, 2013, the assets and liabilities of the Hongbo have been reclassified as held-for-sale in accordance with IFRS 5. The classification as held-for-sale led to an impairment of $6.9 million, which was recognized in the net loss from discontinued operations. In addition, the Company also recorded a goodwill impairment charge of $4.2 million which was originally recognised in connection with acquisition of the Hongbo.

Financial Conditions

As of December 31, 2013, the Company had $7.9 million in cash and cash equivalents, and a working capital balance of $14.3 million.

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McVICAR INDUSTRIES INC.
PRESS RELEASE
February 28, 2014
Trading Symbol: MCV

MCVICAR INDUSTRIES INC. SPECIAL MEETING DATE RESCHEDULED: McVicar Industries Inc. ("McVicar") (TSXV symbol MCV) announces today that the date for its previously announced special meeting of shareholders has been rescheduled from March 31st, to April 29th, 2014.

The rescheduling of the meeting is to allow sufficient time for Evans & Evans, Inc. to complete the formal valuation of McVicar and their opinion as to the fairness, from the financial point of view, (collectively the "Valuation") of the previously announced, proposed amalgamation (the "Amalgamation") of McVicar with 1909734 Ontario Limited, a wholly owned subsidiary of GC Consulting & Investment Corp. ("GCCI"), a corporation controlled by Dr. Gang Chai, McVicar's chief executive officer.

The Valuation is being prepared in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators and under the supervision of the Special Committee of the McVicar Board. The Valuation will form the basis of the Special Committee's recommendation as to whether shareholders of McVicar should approve the Amalgamation.

As previously disclosed, upon completion of the Amalgamation, if approved, shareholders of McVicar (other than shareholders who exercise their dissent and appraisal rights under s. 185 of the Business Corporations Act (Ontario) and GCCI and related parties of GCCI) will effectively receive a cash consideration of $0.50 per McVicar share and GCCI will have effectively acquired 100% of the issued shares of McVicar.

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McVICAR INDUSTRIES INC.
PRESS RELEASE
January 30, 2014
Trading Symbol: MCV

MCVICAR INDUSTRIES INC. ENTERS MERGER AGREEMENT WITH PRINCIPAL SHAREHOLDER: McVicar Industries Inc. ("McVicar" TSXV symbol MCV) announces today that it has entered into a merger agreement (the "Merger Agreement") with GC Consulting & Investment Corp. ("GCCI"), a corporation controlled by Dr. Gang Chai, McVicar's chief executive officer, pursuant to which McVicar has agreed, subject to regulatory and shareholder approval, to amalgamate (the "Amalgamation") under s. 174 of the Business Corporations Act (Ontario) with 1909734 Ontario Limited, a wholly owned subsidiary of GCCI, to form a new corporation to be named McVicar Industries Inc. which will be a wholly owned subsidiary of GCCI.

On the Amalgamation each outstanding McVicar common share, other than those held by shareholders who exercise their dissent and appraisal rights under section 185 of the Business Corporations Act (Ontario) and by GCCI which will be cancelled, will be exchanged for one redeemable preferred share of the amalgamated corporation, which will be redeemed by the amalgamated corporation at a redemption price of $0.50 per preferred share as soon as possible following the Amalgamation. All of the issued shares of 1909734 Ontario Limited (currently held by GCCI) will be exchanged for shares of the amalgamated corporation. Consequently, completion of the Amalgamation will result in GCCI having effectively acquired 100% of the issued shares of McVicar.

GCCI owns or exercises control over a total of 3,713,593 common shares of McVicar amounting to approximately 12.90% of its issued common shares. Accordingly, GCCI is a 'related party' to McVicar and the Amalgamation will constitute a 'business combination' under the terms of Multilateral Instrument 61-101 – Special Transactions of the Canadian Securities Regulators ("MI61-101") and will be subject to TSXV Policy 5.9 which incorporates the provisions of MI61-101 by reference.

As a result, the board of directors of McVicar have formed a special committee (the "Special Committee") consisting of D. James Misener and Colin Digout, both of whom are independent of GCCI, with the mandate to review the terms and conditions of the Amalgamation, to form an opinion as to the fairness, from a financial point of view, of the Amalgamation to shareholders of McVicar and to make a recommendation to the board of directors and the shareholders as to approval of the Amalgamation. In this regard and pursuant to the recommendation of the Special Committee, independent investment banking firm Evans & Evans, Inc. of Vancouver have been engaged to prepare a formal valuation of McVicar in accordance with the provisions of MI61-101 and an opinion as to the fairness, from a financial point of view, of the Amalgamation to the shareholders of McVicar.

Under applicable corporate law the Amalgamation must be approved by a special resolution passed by a majority of at least two-thirds of the votes cast at a meeting of the shareholders of McVicar. The Amalgamation is also subject to the minority approval provisions of MI61-101 which requires that the Amalgamation be approved by a simple majority of the votes cast at the special shareholders' meeting excluding the votes attached to shares held by GCCI, its controlling shareholder, directors or senior officers or any joint actor with GCCI.

To this end a special meeting of shareholders of McVicar has been called for Monday, March 31, 2014. An information circular including the requisite disclosure concerning the Amalgamation will be mailed to shareholders as soon as possible.

Under the Merger Agreement, completion of the Amalgamation is subject to certain conditions including completion of the formal valuation and fairness opinion under the supervision of the Special Committee such that the Special Committee can make a favourable recommendation as to approval of the Amalgamation to the board of directors and shareholders of McVicar; the requirement for GCCI to provide sufficient funding to the amalgamated corporation to pay the cost of redeeming the preferred shares issued to shareholders of McVicar; and GCCI being satisfied, in its discretion, that any exercise of dissent rights by holders of McVicar shares shall not adversely affect the completion of the Amalgamation or the financial position of the amalgamated corporation following completion of the Amalgamation.

Following the completion of the Amalgamation, McVicar will cease to meet the continuing listing requirements of the TSX Venture Exchange and will be de-listed. In addition, GCCI will take all necessary steps to cause McVicar to cease to be a reporting issuer (or equivalent) in all provinces of Canada in which the Corporation is currently a reporting issuer (or equivalent).

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McVICAR INDUSTRIES INC.
PRESS RELEASE
Jan 24, 2014
Trading Symbol: MCV

MCVICAR ANNOUNCES CHANGES TO THE SHAREHOLDING OF MAJOR SHAREHOLDER: McVicar Industries Inc. (TSX-V "MCV") announces that its chief executive officer, Dr. Gang Chai, has acquired control, through a controlled corporation, of the number of common shares of McVicar set opposite such dates:

DateNo. of Shares% of issued shares
Oct. 4, 201350,0000.14%
Oct. 24, 201347,0000.13%
Oct. 25, 20132,0000.01%
Dec. 5, 201388,0000.25%

And now holds or exercises control over 3,713,593 common shares amounting to 10.42% of the issued common shares of McVicar.

Due to the cancellation of 6,839,800 of its common shares, as a result of the closing of the sale of McVicar's wholly-owned subsidiary Zhejiang Hongbo Chemical Co., Ltd. (announced on January 20, 2014), the percentage holdings of McVicar common shares by Dr. Chai increased from 10.42% to 12.90%.

The change in Dr. Chai's percentage shareholding in McVicar was as a result of the Hongbo transaction and not as a result of any action by Dr. Chai and no consideration was paid to him for same. Dr. Chai intends to hold its shares for investment purposes.

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McVICAR INDUSTRIES INC.
PRESS RELEASE
Jan 20, 2014
Trading Symbol: MCV

MCVICAR ANNOUNCES COMPLETION OF SALE OF ITS HONGBO SUBSIDIARY: McVicar Industries Inc. (TSX-V "MCV") announces the closing on of the sale, previously announced on December 17, 2014, of its wholly-owned subsidiary Zhejiang Hongbo Chemical Co., Ltd. ("Hongbo") to a private, Hong Kong company formed by a group of investors (the "Buyer"), who are also the former shareholders of Hongbo.

Upon closing, McVicar received approximately 6.8 million common shares of McVicar which have now been cancelled. These shares were originally received by the Buyer upon its original acquisition of Hongbo in 2007. After giving effect to this transaction there are 28,787,520 common shares outstanding.

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