FLYHT Sends Management Information Circular for Special Meeting of Shareholders
CALGARY, AB / ACCESSWIRE / November 25, 2024 /FLYHT Aerospace Solutions Ltd. ("FLYHT") (TSX-V:FLY)(OTCQX:FLYLF) today announced that it has sent (via courier), to all registered FLYHT shareholders, the management information circular (the "Circular") and related materials for the special meeting (the "Meeting") of FLYHT shareholders (the "Company Shareholders") to be held at 9:00 a.m. (Calgary time) on December 16, 2024 to approve the previously announced plan of arrangement under the Canada Business Corporations Act(the "Arrangement"), pursuant to which Firan Technology Group Corporation (FTG) (FTGFF) ("FTG") will, if the Arrangement becomes effective, acquire all of the issued and outstanding common shares of FLYHT (the "Common Shares") in a cash and share transaction valued at approximately CAD$13.2 million, all as more particularly described in the Circular (the "Transaction") and FLYHT 's news release dated October 21, 2024. The Circular and related materials for the Meeting have also been filed on FLYHT 's profile on SEDAR+ at www.sedarplus.ca and have also been posted to the FLYHT 's website at www.flyht.com/investors/financial-reports/.
FLYHT is aware that, as a result of the national strike commenced by the Canadian Union of Postal Workers on November 15, 2024 (the "Strike"), Canada Post 's operations have shut down. In order to facilitate the delivery of the Circular and related materials for the Meeting to non-registered Company Shareholders in the event that the Strike, lockout or similar or related events prevent, delay or otherwise interrupt delivery of Circular and related materials for the Meeting to non-registered Company Shareholders in Canada in the ordinary course by the applicable intermediaries, FLYHT will deliver, by email, a copy of the Circular and related materials for the Meeting to each registered or non-registered Company Shareholder who requests (please direct any requests for copies of the Circular and related materials for the Meeting to: investors@flyht.com). Non-registered Company Shareholders are also encouraged to contact the proxy department at their broker or other intermediary (where their Common Shares are held) who can assist them with the voting process. Non-registered Company Shareholders must follow the voting instructions provided by their broker or other intermediary and will need their specific 16-digit control number to vote viawww.proxyvote.com.
Under the Arrangement, FLYHT shareholders may elect to receive, for each Common Share held (i) CAD$0.1103 in cash and 0.0333 common shares of FTG ("FTG Shares"), (ii) CAD$0.3379 in cash, or (iii) 0.0495 FTG Shares, in each case subject to pro-ration (collectively, the "Consideration"). The Consideration will be subject to maximum aggregate cash consideration of CAD$4.3 million and 1,300,000 FTG Shares. Shareholders who do not make an election will be deemed to have elected to receive a combination of cash and FTG Shares for their Common Shares.
The Meeting is scheduled to be held virtually on December 16, 2024 at 9:00 a.m. (Calgary time) via virtual audio teleconference call (FLYHT shareholders must pre-register at least 48 hours in advance at https://dpregister.com/sreg/10194147/fdde44ae8d ). Company Shareholders of record as of the close of business on November 6, 2024 are entitled to receive notice and vote at the Meeting.
The board of directors of FLYHT, after evaluating the Arrangement with management and FLYHT 's advisors, including receipt of a fairness opinion from KSV Advisory Inc., has unanimously determined the Arrangement is in the best interests of FLYHT and is fair to Company Shareholders and unanimously recommends that Company Shareholders vote FORthe Arrangement.
On November 8, 2024, the Court of King 's Bench of Alberta (the "Court") granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular. Such interim order was amended by the Court on November 19, 2024 (to facilitate the delivery of the Circular and related materials for the Meeting to non-registered Company Shareholders via email where requested). The hearing date for the application for the final order of the Court (the "Final Order") is December 18, 2024. Subject to obtaining the required approval of the Company Shareholders at the Meeting, the Final Order and the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between FLYHT and FTG on October 21,2024, the Arrangement is anticipated to be completed in the fourth quarter of 2024.The Circular provides important information on the Arrangement and related matters, including voting procedures and instructions for shareholders unable to attend the Meeting. Company Shareholders are urged to read the Circular and its schedules carefully and in their entirety. The Circular, the related materials for the Meeting and the amended interim order are all available on SEDAR+under FLYHT 's profile at www.sedarplus.ca. Company Shareholders who have questions regarding the Arrangement or require assistance should consult their financial, legal, tax or other professional advisor.
About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS™. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, the transmission of aircraft data both inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT 's hardware products can also be interfaced with FLYHT 's proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time. FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.
About Firan Technology Group Corporation
FTG is an aerospace and defence electronics product and subsystem supplier to customers around the globe. FTG has two operating units:
FTG Circuits is a manufacturer of high technology, high reliability printed circuit boards. Our customers are leaders in the aviation, defence, and high technology industries. FTG Circuits has operations in Toronto, Ontario, Chatsworth, California, Fredericksburg, Virginia, Minnetonka, Minnesota, Haverhill, Massachusetts and a joint venture in Tianjin, China.
FTG Aerospace manufactures and repairs illuminated cockpit panels, keyboards and electronic assemblies for original equipment manufacturers of aerospace and defence equipment. FTG Aerospace has operations in Toronto, Ontario, Chatsworth, California, and Tianjin, China.
FTG 's common shares are traded on the Toronto Stock Exchange under the symbol FTG.
Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Contact Information:
FLYHT Aerospace Solutions Ltd. | FNK IR LLC |
Alana Forbes | Matt Chesler, CFA |
Chief Financial Officer | Investor Relations |
403.291.7437 | 646.809.2183 |
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.
SOURCE:FLYHT Aerospace Solutions Ltd.
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