Crosswinds Obtains Interim Order for Plan of Arrangement to Implement Monetization Event

08/16/2018

TORONTO, Aug. 16, 2018 (GLOBE NEWSWIRE) -- Crosswinds Holdings Inc. (“Crosswinds” or the “Company”) (TSX: CWI) is pleased to announce that it has obtained an interim order (the “InterimOrder”) from the Court of Queen’s Bench of Alberta (the “Court”) in connection with a proposed arrangement (the “Arrangement”). As previously announced on June 22, 2018, the Board of Directors of Crosswinds (the “Board”) has determined, having regard to the Company’s available resources and opportunities, that it is in the best interests of the Company to distribute all of its available capital (less a reasonable reserve for liabilities and contingencies) to shareholders and dissolve the Company (the “MonetizationEvent”). The Board has further determined that the Arrangement, as a statutory arrangement under Business Corporations Act (Alberta) (the “ABCA”), is the preferred structure to implement the Monetization Event. 

The Arrangement involves, among other things, a 20-for-1 share split, an initial redemption of 95% of the Company’s common shares, followed by the dissolution of the Company (subject to the occurrence of an intervening event such as a sale of the Company). The estimated per share redemption price for the initial redemption is estimated to be of $0.090945 ($1.8189 on a pre-split basis), based on the Company’s estimation of its assets net of its outstanding liabilities and a reserve in the amount of $850,000.  The initial redemption would be expected to occur on or before October 31, 2018.

The dissolution would occur subsequently at a time determined by the Company’s Board, subject to the occurrence of an intervening transaction.  Upon dissolution, any remaining net cash in the Company, comprised of reductions (if any) achieved in settling the Company’s outstanding liabilities and any unexpended portions of the reserve amount retained, would be distributed to shareholders.  The Company expects to be able to settle its outstanding liabilities for less than the outstanding amount, in the aggregate, though there can be no assurance of any such savings or that additional liabilities will not arise. 

The Interim Order, among other things, authorizes Crosswinds to hold a special meeting (the “SpecialMeeting”) of the holders of common shares (the “Shareholders”) of Crosswinds to approve the Arrangement under the ABCA. In accordance with the Interim Order, the Special Meeting will be held on September 12, 2018 at the Company’s offices located at 365 Bay Street, Suite 400, Toronto, Ontario, at 10:00 a.m. (Toronto time).

The record date for determining the Shareholders entitled to receive notice and to vote at the Special Meeting has been fixed to be the close of business on August 8, 2018. All Shareholders entitled to vote are encouraged to vote in person or by proxy at the Special Meeting.

The hearing date for the application of the final order (the “FinalOrder”) of the Court has been scheduled to take place on September 17, 2018 at 2:00 p.m. (Calgary time).

In connection with the Special Meeting, the Company expects to mail a management information circular, together with related proxy materials in respect of the Special Meeting to Shareholders on or about August 17, 2018. The management information circular and related proxy materials will also be available on SEDAR under Crosswind’s profile at www.sedar.com.

Crosswinds Holdings Inc.

Crosswinds is a publicly traded private equity firm and asset manager that has been targeting strategic and opportunistic investments in the financial services sector with a particular focus on the insurance industry.

More information

J. Roy Pottle
Tel:  1-508-344-2640
info@crosswindsinc.com  
www.crosswindsinc.com

Caution Regarding Forward-Looking Information
This release includes certain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue” or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  These forward-looking statements are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should be made to the risk factors in the Company’s most recent Annual Information Form, in the Management’s Discussion and Analysis for the year ended December 31, 2017 and in our other filings with Canadian securities regulators. Additional important factors that could cause actual results to differ materially from expectations include, among other things, receipt of shareholder approval, receipt of final order approving the plan of arrangement, timing and ability to maintain continued listing on the TSX or an alternate exchange, timing for implementing the arrangement or any component thereof, actual amount of liabilities and the redemption amount, currency fluctuations, unforeseen circumstances that could condition or delay the implementation of elements of the arrangement, outcome of assessment of any new alternatives available to the Company, general economic and market factors, tax related matters, loss of personnel, reliance on key personnel, the ability of the Company to execute its strategies from time to time; the receipt of any regulatory approvals or consents required from time to time.

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Source: Crosswinds Holdings Inc.

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