Crosswinds Announces Shareholder Approval of Plan of Arrangement to Implement Monetization Event

TORONTO, Sept. 12, 2018 (GLOBE NEWSWIRE) -- Crosswinds Holdings Inc. (“Crosswinds” or the “Company”) (TSX: CWI) is pleased to announce the results of its special meeting of holders of common shares of Crosswinds (the “Shareholders”) held earlier today. At the meeting, Shareholders passed a resolution to approve the Company’s previously announced plan of arrangement (the “Arrangement”) to  effectively distribute all of its available capital (less a reasonable reserve for liabilities and contingencies) to Shareholders and dissolve the Company with 99.93% of the votes cast at the special meeting in favour of the Arrangement.

The Company will be applying on September 17, 2018 at 2:00 p.m. (Calgary time) to the Court of Queen’s Bench of Alberta (the “Court”) for a final order approving the Arrangement.

As previously announced, 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 $0.09573 ($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. A further news release will be issued prior to the initial redemption which is anticipated to occur prior to October 31, 2018. 

The dissolution of the Company will occur subsequently at a time determined by the Company’s board of directors, 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. 

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

  

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, 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.