Terms of the definitive agreement include the purchase of all outstanding common shares and preferred shares of Fort Garry. Common shareholders of Fort Garry will have the option to receive for each Fort Garry common share, either; (a) one common share of Russell; or (b) one half of one common share of Russell plus $0.20 cash; or (c) $0.40 cash. The preferred shareholders have agreed to accept cash for the par value of their shares plus any accrued redemption premium and dividends.
As part of the definitive agreement, the company has a lock-up agreement with ENSIS Growth Fund Inc. Under the lock-up agreement, ENSIS has agreed to vote all of its common shares of Fort Garry in favor of the transaction. ENSIS currently owns 1,071,675 common shares of Fort Garry, representing approximately 21.5% of the outstanding common shares and 628,305 preferred shares.
The transaction has received conditional approval of the TSX Venture Exchange and will be subject to Fort Garry shareholder approval.
From the July 30, 2007, Prepared Foods e-Flash