April 2, 2011 – Notice of Important Meeting for all Shareholders
The Board of Directors of maxill inc. cordially invites you to attend the special meeting (the “ Meeting ”) of shareholders of maxill inc. (“ maxill ” or the “ Corporation ”) to be held at 10:30 a.m. (Eastern time) on Thursday, April 21, 2011 at the offices of the Corporation’s solicitors, WeirFoulds LLP, located at 130 King Street West, Suite 1500, Toronto, Ontario, M5X 1J5.
The Meeting will be held to consider and vote upon a special resolution to approve the amalgamation (the “ Amalgamation ”) of maxill and 2277832 Ontario Inc. (“ Acquisitionco ”), a corporation whose shares are owned by three current shareholders of maxill (the “ Buyers ”) holding an aggregate of approximately 16,619,800 common shares (the “ Common Shares “) and 2,300,000 Class C preference shares (the “ Class C Preference Shares “) of the Corporation. Upon completion of the Amalgamation, the Class C Preference Shares held by the Buyers will be automatically converted into Class C preference shares of Amalco having the same rights, privileges, restrictions and conditions as the Class C Preference Shares of the Corporation. The Amalgamation will result in the privatization of maxill. If the Amalgamation is approved, all of the issued and outstanding Common Shares of the Corporation, other than those owned by Acquisitionco and dissenting shareholders, will be converted into redeemable preferred shares (the “ Redeemable Preferred Shares ”) of the corporation resulting from the Amalgamation (“ Amalco ”). Immediately following the effective time of the Amalgamation, each Redeemable Preferred Share will be redeemed for $0.08 in cash. In essence your Common Shares in maxill will be indirectly purchased for $0.08 per Common Share. Upon completion of the Amalgamation and the redemption of the Redeemable Preferred Shares, Amalco will be a private corporation, wholly-owned by the Buyers.
Meeting materials have already been mailed to all shareholders of record as of March 21, 2011.
If you are a maxill inc. shareholder, and if you have not received any material relating to the above “going private meeting” slated for April 21st, 2011, please contact Andrea Barnes at email@example.com
- immediately for voting instructions and all other pertinent information to be sent to you.
Andrea can also be reached at 519-631-7370 Ext # 277.
maxill inc. is an Ontario jurisdiction, reporting issuer, public company.
For further information please email John at: firstname.lastname@example.org or call 519-631-7370 EST/EDT.