Less Mess Storage Inc. Enters Arrangement Agreement For The Sale Of All Its Outstanding Shares

About this update from Latin Metals Inc

[{"type":"text","content":"Less Mess Storage Inc. Enters Arrangement Agreement For The Sale Of All Its Outstanding SharesVANCOUVER, BC / ACCESSWIRE / September 11, 2015 / Less Mess Storage Inc. (\"Less Mess\" or the \"Company\") (TSX VENTURE: LMS) is pleased to announce that it has entered an arrangement agreement (the \"Agreement\") with UK company LMS Holdco Limited (the \"Acquiror\"), pursuant to which the parties intend to propose a statutory plan of arrangement (the \"Arrangement\") under which the Acquiror or an affiliate will acquire all of the outstanding common shares of the Company on the terms set out in the Agreement.\nUnder the Arrangement, if consummated, the Acquiror would acquire all of the issued and outstanding common shares of Less Mess for cash consideration of $1.415 per share, which is a 41.5% premium to the last traded price of Less Mess shares on the TSX Venture Exchange. In addition, under the Arrangement all outstanding stock options and common share purchase warrants of the Company will be cancelled, with the holder of each outstanding stock option and warrant having an exercise price less than $1.415 receiving cash consideration equal to the difference between $1.415 and the exercise price of such option or warrant. \nThe Agreement is subject to a financing condition in favour of the Acquiror, which condition must be satisfied by the Acquiror within 30 days of entering the Agreement. This deadline may be extended by mutual written agreement between the parties.\nThe Arrangement is subject to the approval of at least two-thirds of the votes cast by Less Mess shareholders and by two-thirds of the votes cast by Less Mess security holders (collectively, holders of Less Mess shares, options and warrants) at a special meeting of Less Mess security holders. In addition, the Arrangement will also be subject to the approval of a majority of the votes cast by Less Mess shareholders and by a majority of the votes cast by Less Mess security holders, excluding the votes cast by holders of Less Mess securities owned or over which control or direction is exercised by an \"interested party\" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (\"MI 61-101\"). Guy Pinsent, CEO for Less Mess and based in Warsaw, Poland, is expected to have an interest in the Acquiror and to continue to act as CE...

More updates from Latin Metals Inc