Apr 15 2007
The Macyro Group Inc. announces that it has entered into an agreement with RED Holdings Group, Inc. ("RED") pursuant to which RED will acquire all of the issued and outstanding common shares of Macyro (the "Shares") by way of a merger. Under the terms of the merger, the shareholders of Macyro will receive, for each Share held, one redeemable preferred share of the entity resulting from the merger of Macyro and a sole purpose corporation created by RED. Such preferred share will in turn be immediately redeemed for a cash consideration of CDN$1.77, representing a premium of approximately 27% to the book value of the Shares as at January 31, 2007.
Completion of the transaction between Macyro and RED is subject to customary terms and conditions, including the approval of the shareholders of Macyro holding at least 66 2/3% of the Shares present in person or by proxy at a special meeting to be called by Macyro in order to obtain such approval. A management proxy circular in connection with such meeting will be delivered to all shareholders.
RED has also entered into a support agreement with five shareholders of Macyro holding or exercising control over an aggregate of approximately 65.31% of the outstanding Shares. One of such shareholders, Edward Easton, who owns or exercises control over approximately 4.3% of the outstanding Shares, is also an indirect shareholder of RED. Under the terms of the support agreement, the shareholders who are a party to it have agreed to vote their Shares in favour of the transaction with RED.
The Board of Directors of Macyro has received a fairness opinion from Evans & Evans, Inc, an independent financial advisor retained by the Board, confirming that the consideration offered pursuant to the merger is fair, from a financial point of view, to the holders of Shares. As a result, the Board has approved the merger and has agreed to recommend that the shareholders of Macyro vote in favour of its completion.
The merger is expected to be completed within 90 days.