VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 11, 2015) - AgriMarine Holdings Inc. (CSE:FSH)(FRANKFURT:A2G) (the "Company" or "AgriMarine") announces that its board of directors (the "Board") received an unsolicited non-binding proposal from Dundee Agricultural Corporation ("DAC") to take the Company private (the "Privatization Proposal"). The privatization is proposed to be effected by way of an amalgamation. DAC and its parent company, Dundee Corporation, owns, or has control or direction over, 103,709,086 common shares, representing approximately 94.53% of the Company's 109,707,900 common shares issued and outstanding.
Under the Privatization Proposal, the Company and a subsidiary of DAC ("Newco") would amalgamate and continue as one company ("Amalco"). Each common share of AgriMarine owned by shareholders other than DAC and its parent company, would be converted into one redeemable preference share of Amalco, and each redeemable preference share would then be redeemed by Amalco for CAD$0.03 (the "Offer Price") in cash following the amalgamation. Each common share of AgriMarine owned by DAC and its parent company would be converted into one common share of Amalco; and each common share of Newco would be converted into one common share of Amalco. As a result, upon completion of the amalgamation and the subsequent redemption by Amalco of the outstanding redeemable preference share, Amalco would continue to operate as a private company, wholly-owned by DAC and Dundee Corporation.
The Privatization Proposal is subject to a number of conditions including receipt of all regulatory and shareholder approvals. The Company has only received the Privatization Proposal and the Company's board of directors has made no determination as to the Company's response to the proposal. The Privatization Proposal is non-binding and there is no assurance that any transaction will be completed or, if completed, on the terms as proposed. The Company will provide further updates as material information becomes available.
About AgriMarine Holdings Inc.
Canadian-based AgriMarine is a producer of sustainable fin fish. The Company utilizes its proprietary, clean aquaculture technology to create an optimal fish rearing environment with economic and environmental benefits to meet the growing demands for healthy and sustainable food sources. The Company's mission is to build a portfolio of fish farms utilizing its clean rearing technology. West Coast Fishculture (Lois Lake) Ltd. is the Company's flagship steelhead farm in British Columbia. AgriMarine also owns and operates a salmon and trout farm in China. Both farms are wholly-owned subsidiaries of AgriMarine Industries Inc.