MONTREAL, Feb. 10 /PRNewswire-FirstCall/ -- ACE Aviation Holdings Inc. (ACE) announced today that its Board of Directors has authorized a substantial issuer bid (the Preferred Share Offer) to indirectly purchase for cancellation all of its outstanding Preferred Shares at a purchase price of Cdn$20.00 in cash per Preferred Share. The Preferred Share Offer, made on the same terms and conditions as the previous offer to acquire Preferred Shares dated December 12, 2008, provides the opportunity for holders who did not deposit their Preferred Shares in the previous offer to do so.
The Preferred Share Offer will expire at 5:00 p.m. (Montreal time) on March 19, 2009, unless withdrawn or extended by ACE. On February 10, 2009, there were 4,200,000 Preferred Shares issued and outstanding. The Preferred Shares are not listed for trading on the Toronto Stock Exchange or any other exchange.
The Preferred Share Offer is not conditional upon any minimum number of Preferred Shares being deposited. However, the Preferred Share Offer is subject to certain other conditions, including regulatory approval. Full particulars of the terms and conditions of the Preferred Share Offer will be contained in the Offer to Purchase and Issuer Bid Circular and related documents which will be filed with applicable securities regulatory authorities in Canada and mailed to holders of Preferred Shares on or about February 11, 2009.
GLG Market Neutral Fund, which in aggregate holds or exercises control or direction over 1,000,000 Preferred Shares representing 23.8% of all issued and outstanding Preferred Shares, has entered into an agreement with ACE for the deposit of all such Preferred Shares under the Preferred Share Offer.
The Preferred Share Offer includes the independent formal valuation of Ernst & Young LLP which, based on the scope of their review and subject to the assumptions, restrictions, and limitations provided therein, concludes that the fair market value of the Preferred Shares at February 9, 2009 ranges from approximately Cdn$20.75 to Cdn$22.25 or a mid-point of Cdn$21.50.
Press release is for informational purposes only
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell ACE Preferred Shares. Securityholders are advised to review any relevant documents that may be filed with securities regulatory authorities by ACE because they will contain important information, including full details of the proposed transactions and their terms and conditions.
The solicitation and the offer to buy Preferred Shares will be made only pursuant to the separate Offer to Purchase and Issuer Bid Circular, and related documents. ACE will file the Offer to Purchase, Issuer Bid Circular and related documents with Canadian securities regulatory authorities. Holders of Preferred Shares should carefully read the Offer to Purchase, Issuer Bid Circular, the related letter of transmittal and other related documents because they contain important information, including the various terms and conditions of the Preferred Share Offer. The Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and certain other documents will be delivered without charge to all holders of Preferred Shares.
Offer documents required to be filed in Canada will be available without charge at http://www.sedar.com/ or by calling the Corporate Secretary office of ACE at (514) 205-7855.
CAUTION REGARDING FORWARD-LOOKING INFORMATION ---------------------------------------------
Certain statements in this news release may contain forward-looking statements. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such statements may involve but are not limited to comments with respect to strategies, expectations, planned operations or future actions. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to differ materially from those expressed in the forward-looking statements. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons, including without limitation, energy prices, general industry, market and economic conditions, war, terrorist acts, changes in demand due to the seasonal nature of the business, the ability to reduce operating costs and employee counts, employee relations, labour negotiations or disputes, pension issues, currency exchange and interest rates, changes in laws, adverse regulatory developments or proceedings, pending and future litigation and actions by third parties, volatility in the market price of the securities of ACE, satisfaction of the Preferred Share Offer conditions, the extent to which holders of Preferred Shares determine to tender their Preferred Shares to the Preferred Share Offer, as well as the factors identified throughout ACE's filings with securities regulators in Canada and, in particular, those identified in the Risk Factors section of ACE's 2007 MD&A dated February 7, 2008 and in Section 11 of ACE's Third Quarter 2008 MD&A dated November 11, 2008. The forward-looking statements contained herein represent ACE's expectations as of the date they are made and are subject to change after such date. However, ACE disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
