Pure Technologies Announces Securityholder and Court Approval for Arrangement
CALGARY, Jan. 24, 2018 /CNW/ - Pure Technologies Ltd. ("Pure" or the "Company") (TSX: PUR) is pleased to announce that it has obtained approval from the holders of common shares and options of Pure (collectively, the "Pure Securityholders") at a special meeting of Pure Securityholders (the "Meeting") held today for the proposed plan of arrangement (the "Arrangement") pursuant to which Xylem Inc. (the "Purchaser") will acquire all of the outstanding common shares and options of Pure, as previously announced by Pure on December 11, 2017.
The Arrangement was approved by: (i) 99.87% of the votes cast by Pure Securityholders (voting together as a single class) present in person or represented by proxy at the Meeting, (ii) 99.86% of the votes cast by minority Pure Securityholders (after excluding the Pure common shares and Pure options of those persons required by Multilateral Instrument 61-101 of the Canadian Securities Administrators, and (iii) 99.86 % of the votes cast by holders of Pure common shares (voting as a separate class).
Following the requisite Pure Securityholder approvals having been obtained at the Meeting, Pure obtained a final order of the Court of Queen's Bench of Alberta approving the Arrangement. Pure anticipates that the Arrangement will close on or about January 31, 2018, subject to the satisfaction or waiver of all other conditions to the Arrangement.
ABOUT XYLEM
Xylem Inc. (NYSE:XYL) is a leading global water technology company committed to developing innovative technology solutions to the world's water challenges. Xylem's products and services move, treat, analyze, monitor and return water to the environment in public utility, industrial, residential and commercial building services settings. With its October 2016 acquisition of Sensus, Xylem added smart metering, network technologies and advanced data analytics for water, gas and electric utilities to its portfolio of solutions. The combined company's nearly 16,000 employees bring broad applications expertise with a strong focus on identifying comprehensive, sustainable solutions. Headquartered in Rye Brook, New York with 2016 revenue of $3.8 billion, Xylem does business in more than 150 countries through a number of market-leading product brands.
The name Xylem is derived from classical Greek and is the tissue that transports water in plants, highlighting the engineering efficiency of this water-centric business by linking it with the best water transportation of all – that which occurs in nature. For more information, please visit www.xylem.com.
ABOUT PURE
Pure Technologies Ltd. is an international asset management, technology and services company which has developed patented technologies for inspection, monitoring and management of critical infrastructure around the world. Pure's business model incorporates four distinct but complementary business streams:
- Premium technical services including pipeline inspection, leak detection and condition assessment;
- Specialized engineering services in areas related to asset management, primarily in the area of pipeline condition assessment for water and wastewater infrastructure;
- Sales of proprietary monitoring technologies for pipelines, bridges and structures; and
- Recurring revenue from data analysis, site maintenance, and from technology licensing.
The Pure Shares are listed on the TSX under the symbol PUR.
ADVISORIES
Forward Looking Statements
Certain information set forth in this press release, including Information and statements which may contain words such as "could", "plans", "should", "anticipates", "expects", "believes", "will" and similar expressions and statements relating to matters that are not historical facts, contain forward-looking statements, including but not limited to statements regarding: the proposed Arrangement and closing of the Arrangement. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Pure's control. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions or the emergence of a superior proposal may result in the termination of the arrangement agreement. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement is set forth in the management information circular, which is available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The actual results, performance or achievement of Pure could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Pure will derive therefrom. Pure disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new Information, future events or otherwise, except as required by applicable securities laws.
"The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release."
SOURCE Pure Technologies Ltd.
To find out more about Pure Technologies Ltd. (TSX: PUR) contact Paul Moon, Director of Investor Relations; (403) 537-3244 or [email protected].
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