MONTREAL, Nov. 3, 2014 /CNW Telbec/ - GLV Inc. ("GLV") (TSX: GLV.A) & (TSX: GLV.B) is pleased to announce that both Institutional Shareholder Services ("ISS") and Glass Lewis and Co. ("Glass Lewis") have recommended that shareholders of GLV support the proposed sale transaction (the "Sale Transaction") whereby GLV will sell all of the shares of its wholly owned subsidiary, GL&V Canada Inc. that specializes in the design and supply of equipment used in pulp and paper production (the "P & P Division"), for an aggregate purchase price of $65 million to a Canadian corporation owned by related parties namely, Richard and Laurent Verreault (the "Buyer") at their Special Meeting of Shareholders scheduled for November 14, 2014.
ISS and Glass Lewis note that a vote for the Sale Transaction is warranted for a number of reasons including:
- GLV provided reasonable strategic rationale for the proposed sale;
- GLV went through an extensive transaction process in the last 4 years which did not generate any offer that is better than the existing offer from the Buyer; and
- The inclusion of a go-shop process which may enable the company to capture any potential superior proposal following the announcement of the transaction.
In addition, both ISS and Glass Lewis recommended that shareholders vote for the name change of the corporation from GLV Inc. to Ovivo Inc. (the "Change of Name") as the new name will better identify the company with its primary businesses and activities.
"The support of ISS and Glass Lewis is an important endorsement of the Board of Directors' recommendation to approve the Sale Transaction. We remain excited about the opportunity for GLV to become a pure provider of water treatment products and solutions with a strong balance sheet to capitalize on organic and acquisition growth opportunities. The go-shop process is ongoing and we intend to keep the market informed of progress", said Mr. Marc Courtois, Chair of GLV's Committee of Independent Directors which is overseeing the transaction.
We encourage all GLV shareholders to read their respective information circular with regards to the Sale Transaction which was mailed to shareholders of record as of October 14, 2014 and is available on SEDAR at www.sedar.com. The information circular provided by GLV contains a detailed description of the Sale Transaction. The Board of Directors of GLV Inc. unanimously recommends (Richard and Laurent Verreault being related parties, abstained from voting) that GLV shareholders vote FOR the Sale Transaction and the Change of Name to be considered at the Special Meeting of GLV shareholders.
GLV shareholders are reminded to vote before the proxy cut-off time at 5:00 p.m. on
Wednesday November 12, 2014.
If you require any assistance in completing your proxy, please consult with our proxy solicitor, Kingsdale Shareholder Services ("Kingsdale") by telephone at 1-866-581-0508 toll-free in North America or call collect at 416-867-2272 outside of North America or by e-mail at [email protected]. Kingsdale provides support for shareholders in English and French.
About ISS
ISS is the world's leading provider of corporate governance solutions to the global financial community. More than 1,700 institutional clients rely on the expertise of ISS to help them make more informed investment decisions on behalf of their shareholders.
About Glass Lewis
Glass, Lewis & Co. is a leading provider of governance services that support engagement among institutional investors and corporations through its research, proxy vote management and technology platforms. Glass Lewis empowers institutional investors to make sound voting decisions at more than 20,000 meetings a year by uncovering and assessing governance, business, legal, political and accounting risks at issuers domiciled in 100 countries.
About GLV Inc.
GLV is made up of international companies operating primarily in the water treatment (Ovivo) and pulp and paper (GL&V Pulp and Paper) industries that offer comprehensive technological solutions as well as services and equipment tailored to specific client needs. GLV Group's business units operate in more than 25 countries and have approximately 1,680 employees. GLV Inc. is a public company whose shares trade on the Toronto Stock Exchange under the ticker symbols GLV.A and GLV.B.
SOURCE: GLV Inc.
Marc Barbeau, President Ovivo, Executive Vice President, GLV Inc.,Tel.: + 1 514 284-4238; François Dufresne, Chief Financial Officer, Tel. : + 1 514 842-7236, [email protected]
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