Helijet International Inc. (TSX-V: HJI) (“Helijet” or the “Corporation”) announces that its board of directors has received a proposal from a Helijet director, for a going private transaction (the “Transaction”). Insiders and their extended family and one other extended family currently own 88% of the outstanding common shares of Helijet (the “Helijet Shares”) and will not participate in the Transaction (the “Non Participating Shareholders”). The Transaction is to be completed on or before September 16, 2019 (the “Effective Date”) by the purchase of the approximate 12% of Helijet’s outstanding Helijet Shares owned by public shareholders (“Public Shareholders”) by one director (the “Purchaser”). The net effect of the Transaction will be that Helijet will not have any public shareholders. The Corporation plans to delist from the TSX Venture Exchange on the Effective Date. The Corporation also plans to apply to cease being a reporting issuer. Each Public Shareholder would receive $0.30 (the “Consideration”) in cash for each Helijet Share held immediately prior to the Transaction becoming effective. Helijet Shares issued after April 18, 2019, including any shares issued upon exercise of outstanding Helijet stock options, are excluded from the Transaction. Helijet does not have any plans to issue any additional shares at this time.
Helijet wishes to complete the going private transaction in order to provide its Public Shareholders with the opportunity to realize value for their Helijet Shares, having regard to the fact that the Helijet Shares are thinly traded. The last three trades were on March 21, 2019 for 5,000 Helijet Shares at a price of $0.17 per Helijet Share, March 12, 2019 for 8,200 Helijet Shares at a price of $0.21 per Helijet Share, and February 26, 2019 for 8,000 Helijet Shares at a price of $0.20 per Helijet Share. There are currently 15,859,548 voting common shares of Helijet issued and outstanding. After completion of the Transaction, the Purchaser and the Non-Participating Shareholders will hold all of the outstanding voting common shares. The Transaction is a going-private transaction and is structured as a Plan of Arrangement under Section 192(1)(f.1) of the Canada Business Corporations Act, and the Transaction is subject to court approval. The Transaction is also subject to shareholder approval by 2/3rds of the voting common shares voted at a Special Meeting (the “Meeting”) of the Corporation to be held before the end of June, 2019, and by the approval of a majority of the votes cast by minority shareholders at the Meeting pursuant to the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI-61-101”). The votes of the Purchaser and Non-Participating Shareholders will be included in the 2/3rds corporate approval but not in the approval by the “majority of the minority” pursuant to MI 61-101. If approved at the Meeting, Helijet expects the Transaction to be effective on or before September 16, 2019 (the “Effective Date”).
The Board has received a valuation from chartered business valuators Evans & Evans, Inc. (the “Valuation”) in connection with the Transaction. On the basis of its review, including the Valuation which set a range of $0.27 to $0.28 on the Helijet Shares, the Board has unanimously resolved to recommend to holders of the Helijet Shares to vote in favor of the Transaction. Evans & Evans, Inc. also provided the Board with their oral opinion, subject to completion of a definitive agreement, that the Consideration was fair, from a financial point of view, to the Public Shareholders. The Valuation and a written opinion regarding the fairness, from a financial point of view, of the Consideration to the Public Shareholders, will be included in Helijet’s management information circular for the Meeting, a copy of which will be mailed to each Helijet shareholder and will also be available under Helijet’s profile at www.sedar.com.
The Transaction is subject to the following conditions: (i) execution of a definitive agreement, (ii) completion of financing of the purchase price by the Purchaser; (iii) dissent rights not being exercised with respect to more than 5% of Helijet Shares; (iv) Non-Participating Shareholders entering into release agreements with Helijet and the Purchaser; (v) court and Helijet shareholder approval; and (vi) completion by September 16, 2019.
Helijet does not access the public markets to raise money. The going private transaction will also eliminate the burden of continuing as a reporting issuer. Under applicable securities laws a broad range of regulatory obligations are imposed on companies, such as Helijet, with public shareholders, including the provision of quarterly financial statements and information to shareholders, mandatory solicitation of proxies for annual meetings, increased insurance costs, transfer agent and stock exchange fees and compliance cost, and shareholder communication costs. These regulatory requirements necessitate the employment of independent accountants, financial consultants, printers, lawyers and other skilled personnel. Helijet believes that the present and anticipated time and costs entailed in meeting the additional disclosure and other regulatory obligations to which public companies are subject cannot be justified in view of Helijet’s present business strategy, including it having a limited number of public shareholders.
Neither the 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.
Caution Regarding Forward-Looking Information Forward-looking statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as “believes”, “may”, “likely”, “plans”, or similar words. Forward-looking statements included in this news release include statements with respect to (i) the Corporation’s plan to not have any Public Shareholders; (ii) the Corporation’s plan to de-list from the TSX Venture Exchange; (iii) the Corporation’s plan to apply to cease being a reporting issuer; (iv) expectations regarding the Consideration to be paid to the Public Shareholders; and (v) expectations about the Transaction’s Effective Date. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Transaction is subject to several conditions including (i) completion of financing by the Purchaser; (ii) dissent rights not being exercised with respect to more than 5% of the Helijet Shares; (iii) Non-Participating Shareholders entering into release agreements with Helijet and the Purchaser; (iv) court and Helijet shareholder approval; and (v) completion of the Transaction by September 16, 2019. There is no guarantee all of these conditions will be satisfied. If any of the conditions to the Transaction are not satisfied, the Transaction may not be completed. Readers should not assume that any or all of the conditions will be met or that the Transaction will be completed by the target date. Readers are cautioned that the assumptions used in the preparation, may prove to be imprecise and, as such, undue reliance should not be placed on the forward-looking statements. The Corporation does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.
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