WOODSTOCK, ON, May 15, 2012 /CNW/ - Contrans Group Inc. (the "Company") announced that at an annual and special meeting (the "meeting") held on May 14, 2012, a proposal to reorganize its dual class share structure into one class of common shares, each carrying a single vote (the "Reorganization Proposal"), did not receive the necessary shareholder approvals and accordingly will not proceed.
The Reorganization Proposal required the approval of holders of shares of the Company entitled to at least 66 2/3% of the votes attached to both classes of shares voted at the meeting and, in separate class votes, the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares entitled to at least 66 2/3% of the votes attached to each class of such shares voted at the meeting. Although the Reorganization Proposal was not required by law to be approved by the holders of a majority of the independent holders of Class A Subordinate Voting Shares of the Company, this approval was also sought at the meeting.
The Reorganization Proposal did not receive the approval of holders of 66 2/3% of the Class A Subordinate Voting Shares voting separately as a class or a majority of the independent holders of shares of this class. Although a majority of the holders of Class A Subordinate Voting Shares approved the Reorganization Proposal, this was not sufficient to implement the proposal under the Business Corporations Act ( Ontario).While the proposal received substantial shareholder support, the Company respects the decision of its shareholders given at the meeting. It does not intend to present any additional proposals of this nature and will continue to focus on its business operations, which remain strong. Contrans Group Inc. is one of Canada's leading providers of freight transportation services to shippers located in Canada as well as in the eastern, mid-western and southern United States. FORWARD-LOOKING STATEMENTS The press release contains certain forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements relate to future events or future performance and include, but are not limited to, changes in government regulations regarding weights and dimensions of highway equipment, the age and condition of the transportation fleet and the growth of Contrans' business. Often, but not always, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue" or the negative of these terms or other comparable terminology. Such statements reflect the current views and estimates of management of Contrans with respect to future events, as of the date such statements are made, and they involve known and unknown risks and uncertainties which may cause actual events or results to differ materially from those expressed or implied by forward-looking statements. In evaluating these statements, readers should specifically consider factors such as the risks outlined under "Risk Factors" in Contrans' Annual Information Form, which is available at www.sedar.com. Although Contrans has attempted to identify important factors that could cause actual events, actions or results to differ materially from those described in the forward-looking statements, there may be other factors that cause such events, actions or results to differ. Contrans is under no obligation (and expressly disclaims any such obligation) to update forward-looking statements if circumstances or management's views or estimates change. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. SOURCE Contrans Group Inc.
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