HALIFAX, NS, Aug. 30, 2024 /CNW/ – Chorus Aviation Inc. (TSX: CHR) (“Chorus“) today announced that it has filed its management proxy circular (the “circular“) in connection with its upcoming special meeting (the “Meeting“) of holders of Class A Variable Voting Shares and Class B Voting Shares (the “Common Shares“, and the holders thereof “Shareholders“). The circular is available under Chorus’ profile on the System for Electronic Data Analysis and Retrieval + (SEDAR+) at www.sedarplus.com.
DETAILS OF THE MEETING
The Meeting will take place on September 25, 2024 at 11:00 a.m. (Eastern time) in virtual only format. Shareholders of record as of the close of business on August 16, 2024 are entitled to receive notice of, to participate in and to vote their Common Shares at the Meeting. Details of the Meeting and how Shareholders or their duly appointed proxyholders can attend and participate in the Meeting are set out in the circular.
THE TRANSACTION
The Meeting is being held to seek Shareholders’ approval of the sale of all of the assets in Chorus’ Regional Aircraft Leasing (“RAL“) segment to affiliates of investment funds managed by HPS Investment Partners, LLC (the “Transaction“), as previously announced on July 30, 2024. The RAL segment includes Falko Regional Aircraft Limited, Falko (Ireland) Limited and their respective affiliates in the RAL segment (the “Falko Group“), together with the aircraft in the RAL segment and Chorus’ interests in the aircraft investment funds which are managed by the Falko Group.
Chorus’ board of directors (the “Board“) has unanimously determined that the Transaction is in the best interest of Chorus and unanimously recommends that Shareholders vote IN FAVOUR of the resolution relating to the Transaction by voting ‘FOR‘. A description of the factors considered by the Board is located under the heading “The Transaction – Reasons for the Recommendation” in the circular.
Each of BSI Dragonfly Holdings LP, which is an affiliate of Brookfield Asset Management, and Air Canada, and each member of the Board (collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of 41,377,027 shares, which represented approximately 21.7% of the issued and outstanding shares, in each case, as of the record date of August 16, 2024) has entered into a voting agreement pursuant to which such security holder, in accordance with, and subject to, the terms of their respective voting agreement, agreed to vote the Common Shares which they beneficially own or over which voting control or direction is exercised in favour of the resolution relating to the Transaction at the Meeting.
The Transaction is subject to the approval of at least two thirds (66 2/3%) of the votes cast by Shareholders at the Meeting.
Shareholders are encouraged to carefully review the circular, which is available on Chorus’ website (www.chorusaviation.com) under “Investors – Reports” and under Chorus’ profile on SEDAR+ at www.sedarplus.ca.
QUESTIONS
If you have any questions about the information contained in the circular in connection with the Meeting, please contact Kingsdale Advisors, Chorus’ strategic shareholder advisor and proxy solicitation agent, by telephone at 1-866-581-1024 (toll-free in North America) or 1-437-561-5032 (text and call enabled outside North America), or by email at [email protected].
Forward-Looking Information
This news release includes forward-looking information and statements within the meaning of applicable securities laws (collectively, “forward-looking information“). Forward-looking information is identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “will”, “would”, and similar terms and phrases, including negative versions thereof. All information and statements other than statements of historical fact are forward-looking and by their nature, are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and other factors that may cause actual future results, performance or achievements to differ materially from those indicated in the forward-looking information. As a result, there can be no assurance that the forward-looking information included in this news release will prove to be accurate or correct.
Examples of forward-looking information in this news release include statements and expectations regarding the Transaction, including the anticipated benefits that would result from the Transaction. Actual results may differ materially from those anticipated in forward-looking information for a number of reasons, including: whether Shareholders approve the Transaction; whether all conditions precedent, including all necessary regulatory approvals, to the Transaction are satisfied; Chorus’ ability to realize the anticipated benefits of the Transaction, including the implementation of any capital return program for Shareholders; the anticipated net proceeds from the Transaction; the anticipated use of proceeds from the Transaction; the potential impact of the announcement or completion of the Transaction on relationships, including with employees, suppliers, customers, investors and other providers of capital; changes in the aviation industry and general economic conditions; the emergence of disputes under the capacity purchase agreement between Chorus’ subsidiary, Jazz Aviation LP, and Air Canada; a deterioration in Air Canada’s financial condition; any default by Chorus under debt covenants; asset impairments; changes in law; and the risk factors in Chorus’ most recent Annual Information Form and in Chorus’ public disclosure record available under its profile on SEDAR+ at www.sedarplus.ca.
The forward-looking information contained in this news release represents Chorus’ expectations as of the date of this news release (or as of the date they are otherwise stated to be made) and is subject to change after such date. Chorus disclaims any intention or obligation to update or revise any forward-looking information as a result of new information, subsequent events or otherwise, except as required by applicable securities laws. Readers are cautioned that the foregoing factors and risks are not exhaustive.
About Chorus Aviation Inc.
Chorus is a global aviation solutions provider and asset manager, focused on regional aviation. Our current principal subsidiaries are: Falko Regional Aircraft, the leading pure play regional aircraft asset manager and lessor, managing investments on behalf of third-party fund investors; Jazz Aviation, the largest regional operator in Canada and provider of regional air services under the Air Canada Express brand; Voyageur Aviation, a leading provider of specialty charter, aircraft modifications, parts provisioning and in-service support services; and Cygnet Aviation Academy, an industry leading accredited training academy preparing pilots for direct entry into airlines. Together, Chorus’ subsidiaries provide services that encompass every stage of a regional aircraft’s lifecycle, including: aircraft acquisition and leasing; aircraft refurbishment, engineering, modification, repurposing and transition; contract flying; aircraft and component maintenance, disassembly, and parts provisioning; and pilot training.
Chorus Class A Variable Voting Shares and Class B Voting Shares trade on the Toronto Stock Exchange under the trading symbol ‘CHR’. Chorus 5.75% Senior Unsecured Debentures due December 31, 2024, 6.00% Convertible Senior Unsecured Debentures due June 30, 2026, and 5.75% Senior Unsecured Debentures due June 30, 2027 trade on the Toronto Stock Exchange under the trading symbols ‘CHR.DB.A’, ‘CHR.DB.B’, and ‘CHR.DB.C’ respectively. For further information on Chorus, please visit www.chorusaviation.com.
SOURCE Chorus Aviation Inc.
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