Welcome!

Microsoft Cloud Authors: Elizabeth White, Mihai Corbuleac, Pat Romanski, David Bermingham, Steven Mandel

News Feed Item

Seaway Energy Strategic Alternative Process

CALGARY, ALBERTA -- (Marketwire) -- 01/29/13 -- Seaway Energy Services Inc. ("Seaway" or "the Company") (TSX VENTURE:SEW) today announced that its Board of Directors has determined, after extensive and careful consideration of potential strategic alternatives, that it is in the best interests of the Company and its shareholders to liquidate its assets and dissolve the Company. In connection with the liquidation and dissolution, which is subject to shareholder approval, the Company intends to distribute to its shareholders all available cash, except such cash as is required for paying or making reasonable provision for known and potential liabilities and other obligations of the Company. Notwithstanding the foregoing, until such time as shareholder approval is received, the Company will continue to evaluate other opportunities that have the potential of providing a superior return to its shareholders.

Shareholder Approval

The Board has called its annual general and special meeting of shareholders to be held at 10:00 a.m. (Calgary time) on February 28, 2013 (the "Meeting"), in Calgary, Alberta, at which time the shareholders will vote to approve by special resolution the voluntary liquidation and dissolution of the Company in accordance with the Business Corporations Act (Alberta), and the distribution of the net cash assets to the shareholders. The shareholder approval to the aforementioned transactions will be sought and must be approved by (i) special resolution of at least two-thirds of the votes cast by shareholders present in person or by proxy at the Meeting, and (ii) a majority of votes cast by shareholders other than certain members of management (who are shareholders) pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. At the Meeting, shareholders will also be asked to approve by ordinary resolution the Company's annual items of business (appointment of directors and auditors) and the re-approval of the Company's stock option plan.

Notwithstanding the receipt of shareholder approval of the winding-up of the Company at the Meeting, the Board will retain the discretion not to proceed if it determines that the liquidation and dissolution is no longer in the best interests of the Company and its shareholders. For example, if, prior to its formal dissolution under the Business Corporations Act (Alberta), the Company receives an offer for a transaction that will, in the view of the Board, provide superior value to shareholders than the value of the estimated distributions under the winding-up and dissolution process, taking into account all factors that could affect valuation, including timing and certainty of payment or closing, proposed terms and other factors, the winding-up of the Company could be abandoned in favor of such a transaction.

It is expected that the proxy materials, comprised of the notice of meeting, management information circular (the "Circular") and instrument of proxy, describing the proposed liquidation and dissolution of the Company, together with the annual business items, will be mailed on or about February 1, 2013 to those shareholders who held the Company's common shares as of January 29, 2013. Shareholders of the Company are encouraged to read the Circular, as it will contain important information about the liquidation and dissolution process, a copy of which will also be available at www.sedar.com after the proxy materials are mailed to the shareholders in accordance with applicable law.

Reasons for the Dissolution

In reaching its decision that the liquidation and dissolution is in the best interests of the Company and its shareholders, the Board of Directors considered a number of factors. The Circular describes these factors, including the Company's previous unsuccessful efforts to take the Company private, the Company's declining revenues, the difficult economic environment in the oil and gas service sector, the increasing expense of continuous disclosure obligations and maintaining a stock exchange listing, and the inability to identify a strategic merger or alliance partner. The Board and the Company's management determined that it would not be advisable to continue the operations of the Company, which are currently reducing the Company's liquidity on a monthly basis. Additionally, the Company's common shares have recently traded on the TSX Venture Exchange ("TSXV") at approximately the anticipated cash liquidation value of the common shares.

Based on this information, the Board's business judgment of the risks associated with continuing the business, the remote possibility of the Company acquiring additional financing on acceptable terms, if at all, or identifying a buyer or strategic partner, the Board of Directors has concluded that distributing the Company's net cash assets to its Shareholders would return the greatest value to the Shareholders.

Dissolution Process and Distributions

Upon receipt of all required regulatory and shareholder approvals, the Company will continue operations in order to complete all work-in progress, but will cease taking on new service work. After completion of all existing work, the Company will cease normal business operations, except as may be required to administer payables and accounts receivables, settle all liabilities, distribute the remaining cash to shareholders and wind-up the business and affairs of the Company.

The Company will be liquidated and dissolved in accordance with the Business Corporations Act (Alberta). The Company's shareholders will receive the net cash proceeds of the liquidation and dissolution in one or more distribution installments. Instructions will be provided to shareholders describing the procedures to be followed to effect the cash distributions. The amount of the distributions will be determined by the Board after repayment of the Company's debt, reviewing tax and other potential liabilities of the Company, including severance and termination payments and costs relating to the winding-up process, which liabilities are currently estimated to be approximately $792,835 and $931,631. Although management of the Company believes that the estimates of the liabilities set forth above are reasonable based on information currently available to the Company, the actual amounts of such liabilities after completion of the winding-up may differ materially from the estimates presented above, thereby affecting the amount of cash available to be distributed to shareholders. The Board is not currently aware of any material items that could give rise to unforeseen tax liabilities or other liabilities or costs which would materially reduce the amount of cash available for distribution to shareholders, but there is no assurance that this will remain the case.

Prior to the actual dissolution and distribution of cash by the Seaway however, clearance certificates and a dissolution consent must be obtained from the Canada Revenue Agency ("CRA"). As this process is expected to take some time beyond the Meeting, Seaway expects to submit its request for these approvals from CRA in advance of the Meeting.

Further details regarding the timing of, and amount of funds available for distribution to shareholders upon completion of the winding-up process, and payment of the liabilities of the Company will be provided in a subsequent press release(s).

TSXV Listing

The Common Shares currently trade on the TSXV. If the requisite shareholder and regulatory approval is received, the Company will take the appropriate steps, following the determination of a record date for those shareholders of the Company eligible to receive the distribution(s) on dissolution, to voluntarily delist from the TSXV.

Reader Advisory

This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws including statements regarding the preparation and mailing of the Circular, the approval of matters to be presented to shareholders at the Meeting, the liabilities of the Company, the dissolution of the Company and the distribution of funds to shareholders. Although The Company believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based upon currently available information to the Company. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in forward-looking statements. Risks include, but are not limited to: receipt of all required regulatory and shareholder approvals, changes in tax laws, the ability to collect outstanding receivables in a timely manner, the ability of the Company to effect an orderly wind-up of its operations, the possible delay in implementation of the liquidation and dissolution, the timing and amount of payments to shareholders, unknown liabilities which may be asserted in connection with the liquidation, and the risks associated with the oil and gas service industry. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in more detail in the Company's management's discussion and analysis and other documents available at www.sedar.com. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release, and, except as required by applicable law, The Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Contacts:
Seaway Energy Services Inc.
Jerry J. Budziak
President and CEO
(403) 235-4486

Seaway Energy Services Inc.
Michal Holub
CFO
(403) 262-5256

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
A critical component of any IoT project is the back-end systems that capture data from remote IoT devices and structure it in a way to answer useful questions. Traditional data warehouse and analytical systems are mature technologies that can be used to handle large data sets, but they are not well suited to many IoT-scale products and the need for real-time insights. At Fuze, we have developed a backend platform as part of our mobility-oriented cloud service that uses Big Data-based approache...
trust and privacy in their ecosystem. Assurance and protection of device identity, secure data encryption and authentication are the key security challenges organizations are trying to address when integrating IoT devices. This holds true for IoT applications in a wide range of industries, for example, healthcare, consumer devices, and manufacturing. In his session at @ThingsExpo, Lancen LaChance, vice president of product management, IoT solutions at GlobalSign, will teach IoT developers how t...
Digital payments using wearable devices such as smart watches, fitness trackers, and payment wristbands are an increasing area of focus for industry participants, and consumer acceptance from early trials and deployments has encouraged some of the biggest names in technology and banking to continue their push to drive growth in this nascent market. Wearable payment systems may utilize near field communication (NFC), radio frequency identification (RFID), or quick response (QR) codes and barcodes...
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
We're entering the post-smartphone era, where wearable gadgets from watches and fitness bands to glasses and health aids will power the next technological revolution. With mass adoption of wearable devices comes a new data ecosystem that must be protected. Wearables open new pathways that facilitate the tracking, sharing and storing of consumers’ personal health, location and daily activity data. Consumers have some idea of the data these devices capture, but most don’t realize how revealing and...
The demand for organizations to expand their infrastructure to multiple IT environments like the cloud, on-premise, mobile, bring your own device (BYOD) and the Internet of Things (IoT) continues to grow. As this hybrid infrastructure increases, the challenge to monitor the security of these systems increases in volume and complexity. In his session at 18th Cloud Expo, Stephen Coty, Chief Security Evangelist at Alert Logic, will show how properly configured and managed security architecture can...
There is an ever-growing explosion of new devices that are connected to the Internet using “cloud” solutions. This rapid growth is creating a massive new demand for efficient access to data. And it’s not just about connecting to that data anymore. This new demand is bringing new issues and challenges and it is important for companies to scale for the coming growth. And with that scaling comes the need for greater security, gathering and data analysis, storage, connectivity and, of course, the...
The IETF draft standard for M2M certificates is a security solution specifically designed for the demanding needs of IoT/M2M applications. In his session at @ThingsExpo, Brian Romansky, VP of Strategic Technology at TrustPoint Innovation, will explain how M2M certificates can efficiently enable confidentiality, integrity, and authenticity on highly constrained devices.
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
Increasing IoT connectivity is forcing enterprises to find elegant solutions to organize and visualize all incoming data from these connected devices with re-configurable dashboard widgets to effectively allow rapid decision-making for everything from immediate actions in tactical situations to strategic analysis and reporting. In his session at 18th Cloud Expo, Shikhir Singh, Senior Developer Relations Manager at Sencha, will discuss how to create HTML5 dashboards that interact with IoT devic...
Artificial Intelligence has the potential to massively disrupt IoT. In his session at 18th Cloud Expo, AJ Abdallat, CEO of Beyond AI, will discuss what the five main drivers are in Artificial Intelligence that could shape the future of the Internet of Things. AJ Abdallat is CEO of Beyond AI. He has over 20 years of management experience in the fields of artificial intelligence, sensors, instruments, devices and software for telecommunications, life sciences, environmental monitoring, process...
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
SYS-CON Events announced today that Ericsson has been named “Gold Sponsor” of SYS-CON's @ThingsExpo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. Ericsson is a world leader in the rapidly changing environment of communications technology – providing equipment, software and services to enable transformation through mobility. Some 40 percent of global mobile traffic runs through networks we have supplied. More than 1 billion subscribers around the world re...
We’ve worked with dozens of early adopters across numerous industries and will debunk common misperceptions, which starts with understanding that many of the connected products we’ll use over the next 5 years are already products, they’re just not yet connected. With an IoT product, time-in-market provides much more essential feedback than ever before. Innovation comes from what you do with the data that the connected product provides in order to enhance the customer experience and optimize busi...
In his session at @ThingsExpo, Chris Klein, CEO and Co-founder of Rachio, will discuss next generation communities that are using IoT to create more sustainable, intelligent communities. One example is Sterling Ranch, a 10,000 home development that – with the help of Siemens – will integrate IoT technology into the community to provide residents with energy and water savings as well as intelligent security. Everything from stop lights to sprinkler systems to building infrastructures will run ef...
Manufacturers are embracing the Industrial Internet the same way consumers are leveraging Fitbits – to improve overall health and wellness. Both can provide consistent measurement, visibility, and suggest performance improvements customized to help reach goals. Fitbit users can view real-time data and make adjustments to increase their activity. In his session at @ThingsExpo, Mark Bernardo Professional Services Leader, Americas, at GE Digital, will discuss how leveraging the Industrial Interne...
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
You deployed your app with the Bluemix PaaS and it's gaining some serious traction, so it's time to make some tweaks. Did you design your application in a way that it can scale in the cloud? Were you even thinking about the cloud when you built the app? If not, chances are your app is going to break. Check out this webcast to learn various techniques for designing applications that will scale successfully in Bluemix, for the confidence you need to take your apps to the next level and beyond.