Contingent Consideration Payable to Former Aveda Shareholders
Calgary, Alberta--(Newsfile Corp. - November 17, 2020) - 2111943 Alberta Ltd. (the "Aveda Nominee") wishes to provide an update to the former shareholders of Aveda Transportation and Energy Services Inc. (TSXV: AVE) ("Aveda") regarding the potential contingent consideration (the "Earn-out") payable to persons who held common shares of Aveda as of June 6, 2018, being the date that Aveda was indirectly acquired by Daseke, Inc. (NASDAQ: DSKE) (NASDAQ: DSKEW) ("Daseke") under the terms of the arrangement agreement (the "Arrangement Agreement") dated April 13, 2018 among Aveda, Daseke, Daseke Companies, Inc. (the "Purchaser"), the Aveda Nominee and certain other parties. This news release is an update to the news release issued by the Aveda Nominee on November 12, 2019.
Under the terms of the Arrangement Agreement, the former shareholders of Aveda are entitled to receive an additional earn-out payment if Aveda achieved certain adjusted earnings performance criteria over the 12 month period from June 1, 2018 - May 31, 2019. As mentioned in the November 12, 2019 news release of the Aveda Nominee, the Purchaser and the Aveda Nominee did not agree on the amount of the Earnout. The matter was subsequently referred by the Purchaser and the Aveda Nominee to the designated third party (the "Third Party Auditor") under the terms of the Arrangement Agreement for resolution to determine the amount of the Earn-out.
Following resolution by the Third Party Auditor, and after deduction of applicable expenses under the terms of the Arrangement Agreement, the amount of the Earn-out payable to the holders of Aveda Shares is expected to be $9,157,167, which based on 60,442,383 Aveda Shares outstanding, is approximately $0.151502 per Aveda Share.
The Aveda Nominee is currently working with the Purchaser and Computershare Investor Services Inc., the depository under the Arrangement Agreement, to co-ordinate the pay-out to the former shareholders of Aveda as of June 6, 2018.
If shareholders held their Aveda Shares with a broker, custodian or other financial intermediary, the distribution will be made electronically by the depository to the accounts of the applicable brokers, custodians and intermediaries. For registered shareholders of Aveda (i.e. who held physical share certificates), the depository will deliver payment by cheque.
It is anticipated that the distribution will be made in November 2020.
Shareholders should consult with their personal tax advisors regarding the tax implications of the information contained in this press release. Beneficial shareholders should contact their broker, custodian or intermediary through which they held their Aveda Shares for further details regarding the distribution.
About Aveda Transportation and Energy Services
Aveda was incorporated in 1994 as a private company to serve the oil and gas industry. In the spring of 2006, the Company went public on the TSX Venture Exchange. Aveda had operations in Leduc, AB, Grande Prairie, AB, Edson, AB, Pleasanton, TX, Midland, TX, Pecos, TX, Marshall, TX, Williston, ND, Williamsport, PA, Martins Ferry, OH and Oklahoma City, OK and was publicly traded on the TSX Venture Exchange under the symbol AVE at the time of its sale to Daseke in 2018.
For more information, please contact:
2111943 Alberta Ltd.
This news release may contain forward-looking statements based on current expectations of the Aveda Nominee, including statements regarding the timing and amount of the contingent consideration payable to former Aveda shareholders. These statements should not be read as guarantees of future developments, events, performances or results. The Aveda Nominee disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to such statements to reflect future developments except as required by law.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any jurisdiction.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/68432