CALGARY, ALBERTA -- (Marketwire) -- 01/29/13 -- Seaway Energy Services Inc. ("Seaway" or "the Company") (TSX VENTURE: SEW) today announced that its Board of Directors has determined, after extensive and careful consideration of potential strategic alternatives, that it is in the best interests of the Company and its shareholders to liquidate its assets and dissolve the Company. In connection with the liquidation and dissolution, which is subject to shareholder approval, the Company intends to distribute to its shareholders all available cash, except such cash as is required for paying or making reasonable provision for known and potential liabilities and other obligations of the Company. Notwithstanding the foregoing, until such time as shareholder approval is received, the Company will continue to evaluate other opportunities that have the potential of providing a superior return to its shareholders.
The Board has called its annual general and special meeting of shareholders to be held at 10:00 a.m. (Calgary time) on February 28, 2013 (the "Meeting"), in Calgary, Alberta, at which time the shareholders will vote to approve by special resolution the voluntary liquidation and dissolution of the Company in accordance with the Business Corporations Act (Alberta), and the distribution of the net cash assets to the shareholders. The shareholder approval to the aforementioned transactions will be sought and must be approved by (i) special resolution of at least two-thirds of the votes cast by shareholders present in person or by proxy at the Meeting, and (ii) a majority of votes cast by shareholders other than certain members of management (who are shareholders) pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. At the Meeting, shareholders will also be asked to approve by ordinary resolution the Company's annual items of business (appointment of directors and auditors) and the re-approval of the Company's stock option plan.
Notwithstanding the receipt of shareholder approval of the winding-up of the Company at the Meeting, the Board will retain the discretion not to proceed if it determines that the liquidation and dissolution is no longer in the best interests of the Company and its shareholders. For example, if, prior to its formal dissolution under the Business Corporations Act (Alberta), the Company receives an offer for a transaction that will, in the view of the Board, provide superior value to shareholders than the value of the estimated distributions under the winding-up and dissolution process, taking into account all factors that could affect valuation, including timing and certainty of payment or closing, proposed terms and other factors, the winding-up of the Company could be abandoned in favor of such a transaction.
It is expected that the proxy materials, comprised of the notice of meeting, management information circular (the "Circular") and instrument of proxy, describing the proposed liquidation and dissolution of the Company, together with the annual business items, will be mailed on or about February 1, 2013 to those shareholders who held the Company's common shares as of January 29, 2013. Shareholders of the Company are encouraged to read the Circular, as it will contain important information about the liquidation and dissolution process, a copy of which will also be available at www.sedar.com after the proxy materials are mailed to the shareholders in accordance with applicable law.
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