Noranda Income Fund Announces Court Approval of Acquisition by Glencore
March 03 2023 - 11:40AM
Noranda Income Fund (TSX: NIF.UN) (the “Fund”) today announced that
the Ontario Superior Court of Justice (Commercial List) granted a
final order dated March 2, 2023 approving the previously announced
acquisition by Glencore Canada Corporation (“Glencore”) of all of
the issued and outstanding priority units of the Fund for $1.98 per
priority unit by way of a plan of arrangement under the Business
Corporations Act (Ontario) and the Trustee Act (Ontario) (the
“Arrangement”).
Subject to satisfaction of the remaining
conditions to closing, each of which by their nature can only be
satisfied at closing, the Arrangement is expected to be effective
on or about March 10, 2023.
After the closing of the Arrangement,
Computershare Investor Services Inc., as the depositary for the
purposes of the Arrangement, will provide what will then be former
unitholders their consideration as soon as practicable on or after
the effective date of the Arrangement.
Following completion of the Arrangement, the
Fund expects to delist its priority units from the Toronto Stock
Exchange and take the applicable actions to cease to be a reporting
issuer or the equivalent in all of the provinces of Canada.
Further details regarding the terms of the
Arrangement are set out in the Fund’s management proxy circular for
the Meeting and in the Arrangement Agreement and the Amending
Agreement entered into between Glencore and the Fund, copies of
which are available on SEDAR at www.sedar.com.
Forward-Looking Information
Certain information in this press release, including statements
regarding the proposed acquisition of the Fund by Glencore,
delisting of the priority units and the Fund’s reporting issuer
status, are forward-looking information. In some cases, but not
necessarily in all cases, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “targets”, “expects” or “does not expect”, “is expected”,
“an opportunity exists”, “is positioned”, “estimates”, “intends”,
“assumes”, “anticipates” or “does not anticipate” or “believes”, or
variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “would”, “might”, “will” or “will
be taken”, “occur” or “be achieved”. Statements containing
forward-looking information are not historical facts but instead
represent management's expectations, estimates and projections
regarding future events.
Forward-looking information is necessarily based
on a number of opinions, assumptions and estimates that, while
considered reasonable as of the date of this press release, are
subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to the factors described in greater detail in the
“Risk Factors” section of the Fund’s Annual Information Form dated
March 30, 2022 for the year ended December 31, 2021 and the Fund’s
other periodic filings available at www.sedar.com. These factors
are not intended to represent a complete list of the factors that
could affect the Fund; however, these factors should be considered
carefully. There can be no assurance that such estimates and
assumptions will prove to be correct. The forward-looking
statements contained in this press release are made as of the date
of this press release, and the Fund expressly disclaims any
obligation to update or alter statements containing any
forward-looking information, or the factors or assumptions
underlying them, whether as a result of new information, future
events or otherwise, except as required by law.
About the Noranda Income
FundNoranda Income Fund is an income trust whose priority
units trade on the Toronto Stock Exchange under the symbol
“NIF.UN”. Noranda Income Fund owns the electrolytic zinc processing
facility and ancillary assets (the “Processing Facility”)
located in Salaberry-de-Valleyfield, Quebec. The Processing
Facility is the second-largest zinc processing facility in North
America and the largest zinc processing facility in eastern North
America, where the majority of zinc customers are located. It
produces refined zinc metal and various by-products from sourced
zinc concentrates. The Processing Facility is operated and managed
by Canadian Electrolytic Zinc Limited, a wholly-owned subsidiary of
Glencore Canada Corporation. Further information about Noranda
Income Fund can be found at: www.norandaincomefund.com.
For more information: |
Andrew SidnellVice President, Special SituationsKingsdale
Advisors647-265-4522 asidnell@kingsdaleadvisors.com |
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