Welcome!

Microsoft Cloud Authors: Andreas Grabner, Stackify Blog, Liz McMillan, David H Deans, Automic Blog

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
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
SYS-CON Events announced today that Cloud Academy named "Bronze Sponsor" of 21st International Cloud Expo which will take place October 31 - November 2, 2017 at the Santa Clara Convention Center in Santa Clara, CA. Cloud Academy is the industry’s most innovative, vendor-neutral cloud technology training platform. Cloud Academy provides continuous learning solutions for individuals and enterprise teams for Amazon Web Services, Microsoft Azure, Google Cloud Platform, and the most popular cloud com...
Amazon started as an online bookseller 20 years ago. Since then, it has evolved into a technology juggernaut that has disrupted multiple markets and industries and touches many aspects of our lives. It is a relentless technology and business model innovator driving disruption throughout numerous ecosystems. Amazon’s AWS revenues alone are approaching $16B a year making it one of the largest IT companies in the world. With dominant offerings in Cloud, IoT, eCommerce, Big Data, AI, Digital Assista...
When growing capacity and power in the data center, the architectural trade-offs between server scale-up vs. scale-out continue to be debated. Both approaches are valid: scale-out adds multiple, smaller servers running in a distributed computing model, while scale-up adds fewer, more powerful servers that are capable of running larger workloads. It’s worth noting that there are additional, unique advantages that scale-up architectures offer. One big advantage is large memory and compute capacity...
No hype cycles or predictions of zillions of things here. IoT is big. You get it. You know your business and have great ideas for a business transformation strategy. What comes next? Time to make it happen. In his session at @ThingsExpo, Jay Mason, Associate Partner at M&S Consulting, presented a step-by-step plan to develop your technology implementation strategy. He discussed the evaluation of communication standards and IoT messaging protocols, data analytics considerations, edge-to-cloud tec...
"When we talk about cloud without compromise what we're talking about is that when people think about 'I need the flexibility of the cloud' - it's the ability to create applications and run them in a cloud environment that's far more flexible,” explained Matthew Finnie, CTO of Interoute, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business...
SYS-CON Events announced today that GrapeUp, the leading provider of rapid product development at the speed of business, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Grape Up is a software company, specialized in cloud native application development and professional services related to Cloud Foundry PaaS. With five expert teams that operate in various sectors of the market acr...
SYS-CON Events announced today that Ayehu will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on October 31 - November 2, 2017 at the Santa Clara Convention Center in Santa Clara California. Ayehu provides IT Process Automation & Orchestration solutions for IT and Security professionals to identify and resolve critical incidents and enable rapid containment, eradication, and recovery from cyber security breaches. Ayehu provides customers greater control over IT infras...
We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA
With the introduction of IoT and Smart Living in every aspect of our lives, one question has become relevant: What are the security implications? To answer this, first we have to look and explore the security models of the technologies that IoT is founded upon. In his session at @ThingsExpo, Nevi Kaja, a Research Engineer at Ford Motor Company, discussed some of the security challenges of the IoT infrastructure and related how these aspects impact Smart Living. The material was delivered interac...
Artificial intelligence, machine learning, neural networks. We’re in the midst of a wave of excitement around AI such as hasn’t been seen for a few decades. But those previous periods of inflated expectations led to troughs of disappointment. Will this time be different? Most likely. Applications of AI such as predictive analytics are already decreasing costs and improving reliability of industrial machinery. Furthermore, the funding and research going into AI now comes from a wide range of com...
In his session at Cloud Expo, Alan Winters, an entertainment executive/TV producer turned serial entrepreneur, presented a success story of an entrepreneur who has both suffered through and benefited from offshore development across multiple businesses: The smart choice, or how to select the right offshore development partner Warning signs, or how to minimize chances of making the wrong choice Collaboration, or how to establish the most effective work processes Budget control, or how to ma...
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...
SYS-CON Events announced today that Enzu will exhibit at SYS-CON's 21st Int\ernational Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to focus on the core of their ...
In his session at @ThingsExpo, Eric Lachapelle, CEO of the Professional Evaluation and Certification Board (PECB), provided an overview of various initiatives to certify the security of connected devices and future trends in ensuring public trust of IoT. Eric Lachapelle is the Chief Executive Officer of the Professional Evaluation and Certification Board (PECB), an international certification body. His role is to help companies and individuals to achieve professional, accredited and worldwide re...
SYS-CON Events announced today that CA Technologies has been named "Platinum Sponsor" of SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business - from apparel to energy - is being rewritten by software. From planning to development to management to security, CA creates software that fuels transformation for companies in the applic...
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...