Source
MARKET NEWS
Date 09/03/2014
Time 03:25:31 PM
Company
Sun Entertainment Holding Corporation
Title Receives Proposal for Going Private Transaction
CDNX Symbol: SED
Press Release
Receives Proposal for Going Private Transaction
--->@NEWS RELEASE
SUN ENTERTAINMENT HOLDING CORP ("SED-V;SETHF-0")
- Receives Proposal for Going Private Transaction
Sun Entertainment Holding Corporation (the "Company") announces
that it has received a proposal (the "Proposal") from a group of its
shareholders (collectively, the"Majority Shareholders") in respect of a
going private transaction for the Company (the "Transaction"), whereby
the Company would redeem all of its outstanding common shares in the
capital of the Company (each, a"Share") held by shareholders
(collectively, the "Minority Shareholders") other than the Majority
Shareholders at a redemption price of CDN$0.10 per Share (the
"Redemption Price") for the purposes of cancellation. The Redemption
Price represents an approximate 250% premium over the $0.04 per Share
closing price for the shares on the TSX Venture Exchange (the
"Exchange") over the last 30 trading days prior to this news release.
In accordance with the Proposal, the aggregate Redemption Price payable
to redeem the Shares held by the Minority Shareholders (collectively,
the "Consideration") will be funded by or on behalf of the Majority
Shareholders. The Transaction is expected to be effected by the
Company first adopting new Articles (the "New Articles") which include
redemption features for the Shares (the "Redemption Provisions"), and
then completing the Transaction in accordance with the Redemption
Provisions and Proposal.
The Majority Shareholders collectively control, directly or
indirectly, 7,545,046 Shares representing approximately 63% of the
total 11,921,679 issued and outstanding Shares of the Company.
Following closing of the proposed Transaction ("Closing"), the Majority
Shareholders are expected to be the only shareholders of the Company,
and the Company intends to apply to cease to be listed on the Exchange
and to cease to be a reporting issuer.
The Majority Shareholders include certain insiders of the Company.
Accordingly, the board of directors of the Company (the "Board") has
established a special committee of independent directors (the
"Independent Committee") to review and consider the Transaction. The
Independent Committee is comprised of Terrence O. Lashman and Budd
Iwaschuk. The Independent Committee has engaged Evans & Evans Inc.
(the "Valuator"), an independent business valuator, to provide a
fairness opinion to the Independent Committee in respect of the
Transaction (the "Fairness Opinion").
The Company intends to hold a meeting of the shareholders of the
Company (the "Meeting") on November 3, 2014 to consider approval of the
New Articles and the Transaction. In connection with the Meeting, the
Company intends to provide shareholders with an information circular
which includes additional disclosure regarding the Transaction, a copy
of the proposed New Articles and a copy of the Fairness Opinion. The
adoption of the New Articles and Closing remain subject to a number of
conditions including, among other things, approval of the Exchange and
receipt of the requisite approval of the shareholders of the Company
including approval of the majority of the disinterested shareholders
pursuant to Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions.
The Majority Shareholders group is comprised of Andsome
Management, the Singleton Family Trust #1, John A. Singleton, and Mary
Cook Singleton. John A. Singleton is a director and officer of the
Company and owns 505,000 Shares directly, 263,200 Shares jointly with
his spouse Mary Cook Singleton, and has control and direction over the
4,888,850 Shares held by Andsome Management, a partnership jointly
owned by Mr. Singleton and the Singleton Family Trust #1. The Singleton
Family Trust #1, the beneficiaries of which are the members of the
family of the late Shelby S. Singleton, owns 1,187,996 Shares which are
controlled and directed by the trustee of the trust, Harlan Dodson III.
In addition, Mary Cook Singleton directly owns 700,000 Shares. Mr.
Singleton has disclosed his interest in the Transaction to the Board
and abstained from voting on the Transaction in accordance with
applicable corporate legislation. The Shares owned by the Majority
Shareholders will be excluded from voting on the disinterested
shareholder approval of the adoption of the New Articles and on the
approval of the Transaction.
ON BEHALF OF THE BOARD OF DIRECTORS
"Terrence O. Lashman"
Terrence O. Lashman
Director and Chair of the Independent Committee
Forward-Looking Statements:
This news release contains forward-looking statements relating to the
proposed Transaction, including without limitation statements regarding
the
New Articles, the Redemption, the Redemption Price, the Fairness Opinion
and the proposed delisting of the Shares from the Exchange after
completion
of the Transaction. Such forward-looking statements are subject to risks,
uncertainties and assumptions including without limitation the risk that
the Transaction may not be completed for any reason whatsoever, that the
shareholders or the Exchange may not approve the Transaction, that the
Redemption may not be affected as set out in this news release, and that
the Share may not be delisted from the Exchange following completion of
the
Transaction. The results or events predicted in these forward-looking
statements may differ materially from actual results or events. As a
result, you are cautioned not to place undue reliance on these
forward-looking statements. The forward-looking statements in this news
release are made as of the date of this release. Except as required by
applicable law, the Company disclaims any intention and assumes no
obligation to update or revise any forward-looking statements, whether as
a
result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
TEL: 604-684-7929 Terrence O. Lashman
Email: management@luxorcorp.com
____________________________________________________________
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