Student Transportation of America Ltd. Commences Compulsory Acquisition of the Remaining Common Shares of Canadex Resources Limited
TORONTO (January 28, 2008) Student Transportation of America Ltd. (“STA”) and Canadex Resources Limited (“Canadex”) announced that STA has, through its wholly-owned subsidiary, 2154742 Ontario Limited, mailed a notice of compulsory acquisition to the remaining holders of common shares (the “Common Shares”) of Canadex.
Following STA’s offer to acquire all of the Common Shares, STA beneficially owns approximately 93.1% of the issued and outstanding Common Shares.
Since STA’s offer was accepted by holders of more than 90% of the Common Shares, STA is now exercising its right under the compulsory acquisition provisions of the Business Corporations Act (Ontario) to acquire all outstanding Common Shares not already beneficially owned by it on the basis of $5.72 cash per Common Share. Further details are provided in the notice of compulsory acquisition.
Upon completion of the compulsory acquisition, STA intends to de-list the Common Shares from the Toronto Stock Exchange and to cause Canadex to cease to be a reporting issuer.
About Student Transportation
Founded in 1997, Student Transportation is the fourth-largest provider of school bus transportation services in North America, conducting operations through local operating subsidiaries. Student Transportation has become a leading school bus transportation company by aggregating operations through the consolidation of existing providers and conversion of in-house operations and currently operates more than 5,000 school vehicles in North America. For more information, please visit www.sta-ips.com.
The Group’s school bus operations provide home-to-school student transportation and complementary school charter services through its Parkview Transit Division and two other wholly-owned subsidiaries. All three operating units are located in the rapidly growing “Golden Horseshoe” region surrounding the Greater Toronto Area in Peel, York and Simcoe. Together, they are one of the largest independent school bus operators in Ontario.
The Group’s oil & gas investment activities are conducted through Canadex Resources Inc., a wholly owned subsidiary of the company and incorporated in Alberta. Canadex invests as a non-operator and minority interest investor in properties for the exploration and upstream production of crude oil, natural gas and condensates. The Group holds passive investments in both oil & natural gas wells in Texas, Oklahoma, Louisiana and Kansas in the U.S.
This news release contains “forward-looking statements” within the meaning of applicable securities laws, which reflects the expectations of management regarding STA’s results of operations, expense levels, cost of capital, financial leverage, seasonality, cash flows, performance, liquidity, borrowing availability, financial ratios, ability to execute the STA’s growth strategy and cash distributions. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “track”, “targeted”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue” or similar expressions suggesting future outcomes or events. These forward looking statements reflect STA’s current expectations regarding anticipated future events, results, circumstances,
performance or expectations, which are not historical facts. Forward looking statements involve significant risks and uncertainties, and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at which or by the performance or results will be achieved. A number of factors could cause our actual results to differ materially from the results discussed, expressed or implied in any forward-looking statement made by us or on our behalf,
including, but not limited to the factors discussed under “Risk Factors” in our Annual Information Form. These forward looking statements are made as of the date of this news release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Student Transportation of America Ltd. and Canadex Resources Limited
Denis J. Gallagher
Chairman and Chief Executive Officer, Student Transportation of America Ltd.
Chief Executive Officer, Canadex Resources Limited
(732) 280-4213 (FAX)
Patrick J. Walker
Executive Vice President and Chief Financial Officer, Student Transportation of America Ltd.
Chief Financial Officer, Canadex Resources Limited
(732) 280-4213 (FAX)
Keith P. Engelbert
Director of Investor Relations
(732) 280-4213 (FAX)