Franchise Services of North America Inc. Announces the Mailing of Shareholder Materials, Confirms Date of Special Meeting and Announces Results of Annual Meeting of Shareholders
TSX-V Trading Symbol: FSN
CALGARY, April 4, 2013 /CNW/ - FRANCHISE SERVICES OF NORTH AMERICA INC. ("FSNA" or the "Company") (FSN.V) announces the mailing of its Notice and Management Information Circular for Special Meeting of Shareholders ("Information Circular") and accompanying form of proxy with respect to a special meeting of the FSNA shareholders. The Information Circular is also available under FSNA's profile on SEDAR at www.sedar.com.
FSNA has obtained an Interim Order of the Court of Queen's Bench of Alberta providing for, among other things, the holding of a special meeting of FSNA's shareholders to be held commencing at 10:00 a.m. (Toronto time) on April 30, 2013 at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9. At the meeting, FSNA's shareholders will be asked to consider, among other things, (i) the arrangement whereby FSNA will continue/domesticate into the State of Delaware and, concurrently, discontinue from Canada under the provisions of the Canada Business Corporations Act (the "Arrangement") and (ii) the merger of FSNA's wholly-owned subsidiary, Advantage Company Holdings Inc. ("Advantage"), with and into Adreca Holdings Corp. ("Adreca") whereby Adreca will be the surviving corporation and, in consideration thereof, to issue to Boketo LLC 62,212,600 preferred shares, US$0.001 par value per share ("Preferred Shares") and certain rights to acquire additional Preferred Shares upon the exercise of outstanding options convertible into common shares of FSNA as consideration for the First Merger and approving the creation of a new control person of FSNA in connection therewith (the "Merger"). Subject to, among other things, approval of FSNA shareholders of the Arrangement and the Merger, it is anticipated that the completion of the Arrangement and the Merger will occur on or about May 1, 2013.
Commenting on the special meeting, Thomas P. McDonnell, III, the Company's Chief Executive Officer and Chairman said, "We would like to thank FSNA shareholders for their ongoing support and are excited to convene the special meeting of FSNA shareholders on April 30, 2013 to consider the Arrangement and Merger. If approved by FSNA shareholders, we look forward to completing the Arrangement and Merger, which will be a transformational event in the history of FSNA."
In addition to the Information Circular and other documents already filed in relation to the Arrangement and Merger, certain other documents related to the Arrangement and Merger are now available under FSNA's profile on SEDAR and include: the first amendment to the Merger Agreement, the second amendment to the Merger Agreement, the Stockholders Agreement, the Registration Rights Agreement, the final form of Credit Agreement, the first amendment to the Warrant, the Hertz Sublease and the Hertz Credit Agreement, all as more specifically described in the Information Circular. Shareholders are urged to carefully read the full text of such documents.
Update Regarding FSNA's March 28, 2012 Annual Meeting
The Company held its annual meeting of shareholders (the "Annual Meeting") on March 28, 2013. At the Annual Meeting, management's nominees, being Mr. Tom McDonnell, Mr. David Forseth, Mr. Tom McNeely and Mr. Michael Linn were all re-elected to the Company's Board of Directors for the ensuing year. Also at the Annual Meeting, Ernst & Young LLP was re-appointed as the Company's auditors.
FSNA is a publicly traded company listed on the TSX Venture Exchange. The Company and its subsidiaries own the following brands: U-Save Car & Truck Rental®, U-Save Car Sales, Rent-A-Wreck of Canada, PractiCar, Auto Rental Resource Center ("ARRC"), Xpress Rent A Car and Peakstone Financial Services.
U-Save, together with its subsidiary ARRC, has over 1,100 locations throughout the United States and is one of North America's largest franchise car rental companies. Having primarily serviced the local market for the past 30 years, the Company is expanding into the airport market with plans for the opening of airport locations in the top 30 markets in the United States and the major airports in Canada. U-Save currently services 28 airport markets in 11 different states and 7 countries. U-Save Car Sales is an expansion of the U-Save brand into the car sales market, and provides goods and services to car sales operators looking to affiliate with a national brand.
Practicar Systems Inc. (a wholly owned subsidiary of FSNA) owns the rights to the Rent-A-Wreck® and the PractiCar® trademarks for all of Canada. The Rent-A-Wreck® system operates a network of 69 franchise locations from coast-to-coast in Canada, providing a range of vehicle rental, leasing and sales options to its customers. The Rent-A-Wreck® system has been in continuous operation in Canada since 1976.
Completion of the Merger and Arrangement is subject to a number of conditions, including final TSX Venture Exchange acceptance and approval by the Company's shareholders. The Merger and Arrangement cannot close until all required approvals are obtained. There can be no assurance that the transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Merger and Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of FSNA should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this press release.
Certain statements made in this news release are forward looking in nature, including statements made with respect to the Merger and Arrangement. The words "may," "could," "should," "would," "expect," "intend," "estimate," "anticipate," "believe," or "outlook" and similar expressions often identify forward-looking information. By their nature, forward-looking statements require FSNA to make assumptions and are subject to inherent risks and uncertainties. The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by FSNA, including the satisfaction of conditions to the completion of the Merger and Arrangement. Although FSNA believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because FSNA can give no assurance that they will prove to be correct. There can be no assurance that the Merger and Arrangement will be completed as proposed or at all. FSNA's forward-looking statements are qualified in their entirety by these cautionary statements. In addition, the forward-looking statements are made only as of the date of this news release, and except as required by applicable law, FSNA undertakes no obligation to publicly update these forward-looking statements to reflect new information, subsequent events or otherwise.
Neither 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.
SOURCE Franchise Services of North America Inc.
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