ARNPRIOR, ONTARIO–(Marketwired – Dec. 13, 2016) – Pacific Safety Products Inc. (“PSP” or the “Company“) (TSX VENTURE:PSP), a leading North American manufacturer of advanced armour and personal protection solutions, would like to provide a subsequent update to its shareholders on the unsolicited offer received from an affiliate of MKU Limited (“MKU“) to acquire all of the outstanding common shares of PSP, including those issuable upon conversion of PSP’s outstanding convertible debentures, for $0.25 in cash per share (the “MKU Offer“) announced on December 5, 2016.
Earlier today, the Board of Directors of PSP (the “Board“) received certain additional information from MKU and its advisors which it previously requested in order to assist the Board in its determination as to whether the MKU Offer constitutes a “Superior Proposal” as defined in the arrangement agreement dated November 10, 2016 between PSP and Med-Eng Holdings ULC, a Canadian wholly-owned subsidiary of Safariland, LLC (the “Safariland Agreement“). The Board is currently reviewing such information to determine whether, among other things, MKU has the financial ability to complete the proposed transaction and whether the transaction proposed in the MKU Offer is capable of being completed without undue delay, taking into account the receipt of certain regulatory approvals, including under the Investment Canada Act, which are proposed as a condition of closing to a transaction with MKU. In connection with its review of the MKU Offer, the Board has made certain requests for additional information and clarification in respect of the information provided today by MKU and is awaiting a response.
The Board remains unable to conclude at this time that the MKU Offer constitutes a Superior Proposal. Consequently, the Board has not changed its recommendation with respect to the pending transaction with Safariland and the annual and special meeting of shareholders of the Company to, among other things, consider and vote upon the transaction contemplated by the Safariland Agreement remains scheduled for December 19, 2016. If and when further information becomes available to the Board, PSP will update shareholders accordingly.
The Board reminds shareholders that there can be no assurance that the MKU Offer will lead to the termination of the Safariland Agreement and the execution of an arrangement agreement with MKU (the “MKU Agreement”). PSP shareholders and prospective investors are advised to carefully review the Safariland Agreement and consult with their professional advisors before trading in securities of PSP.
About PSP: The mission statement of Pacific Safety Products Inc. is …we bring everyday heroes home safely®. PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, tactical clothing, and protective products against chemical and biological hazards. PSP is the largest body armour manufacturer in Canada, directly supplying the Canadian Department of National Defence, Federal Government Agencies and major Canadian law enforcement organizations. The Company, through its U.S. subsidiary GH Armor Systems Inc., provides body armour products under the GH Armor Systems® brand to U.S. based law enforcement and private security firms. The Company also produces tactical clothing. Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.
Forward-Looking Information: This news release contains certain statements which may constitute “forward-looking information” within the meaning of applicable securities laws. These statements relate to anticipated or assumed events or results and, in some cases, can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms. The forward-looking events and circumstances discussed in this news release, including statements regarding whether the Board will determine that the MKU Offer constitutes a Superior Proposal, whether the MKU Offer will be accepted and the Safariland Agreement terminated and, whether all conditions of closing set forth or to be set forth in either the Safariland Agreement or the MKU Agreement (if entered into) will be satisfied and therefore the transaction contemplated thereby will be completed, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Chief Executive Officer
Pacific Safety Products Inc.
(613) 623-6001
[email protected]
www.pacsafety.com
