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VRC Companies, LLC Completes Acquisition of Redishred Capital Corp.
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VRC Companies, LLC Completes Acquisition of Redishred Capital Corp.
TORONTO, ON / ACCESS Newswire / February 7, 2025 / Redishred Capital Corp. ("Redishred" or the "Corporation") (TSXV:KUT) is pleased to announce today that it has completed its previously announced statutory plan of arrangement pursuant to the Canada Business Corporations Act (the "Arrangement"). Pursuant to the Arrangement, a subsidiary of VRC Companies, LLC has acquired all of the issued and outstanding Common Shares (the "Shares") of Redishred (the "Transaction") in an all cash transaction for CA$5.00 per Share.
A detailed description of the Arrangement is set forth in Redishred's management information circular dated December 20, 2024. Shareholders can obtain a copy of the circular as filed with applicable Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.com.
It is anticipated that the Shares will be de-listed from the TSX Venture Exchange (the "TSX-V") as of the close of trading on or about February 10, 2025. Redishred will apply to the Canadian securities regulators for it to cease to be a reporting issuer under applicable Canadian securities laws.
The majority of Redishred Shares are held through brokers and other intermediaries, and beneficial holders of those Shares will not need to take any further action in order to receive the cash consideration under the Arrangement. Registered shareholders of Redishred must submit their share certificates or direct registration statements (as applicable) along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. A letter of transmittal was mailed to all registered shareholders and is also available under Redishred's issuer profile at www.sedarplus.com.
Advisors and Counsel
Stifel acted as exclusive financial advisor to the Special Committee, other than with respect to the independent fairness opinion. Cormark acted as independent financial advisor to the Special Committee and the Board. Stewart McKelvey acted as legal advisor to the Corporation and to the Special Committee. Jefferies LLC and BofA Securities acted as financial advisors to the Purchaser. Kirkland & Ellis LLP acted as U.S. legal advisor to the Purchaser, and Stikeman Elliott LLP acted as Canadian legal advisor to the Purchaser.
About Redishred
Redishred Capital Corp. is the owner of the PROSHRED®, PROSCAN and secure e-Cycle brands, trademarks and intellectual property in the United States. Redishred digitizes, secures, shreds and recycles confidential documents and proprietary materials for thousands of customers in the United States in all industry sectors. Redishred is a pioneer in the mobile document destruction and recycling industry and has the ISO 9001:2015 certification. It is Redishred's vision to be the 'system of choice' in providing digital retention, secure shredding and recycling services on a global basis. Redishred Capital Corp. grants PROSHRED® and PROSCAN franchise businesses in the United States. Redishred also operates 17 corporate businesses directly. The Corporation's plan is to grow its business by way of both franchising and the acquisition and operation of information security businesses that generate stable and recurring cash flow through a scheduled client base, continuous paper recycling and concurrent unscheduled shredding service.
About VRC Companies, LLC
VRC Companies, LLC, dba Vital Records Control® (VRC®), is a national information governance (IG) leader with locations in 80+ U.S. markets serving 49 states. VRC helps Enterprise and SMB sized companies reduce costs and increase productivity throughout the information life cycle with document conversion, enterprise content management, cloud and offsite storage, release of information services, and secure destruction services. With its commitment to high-quality solutions and exceptional service, VRC has become the trusted partner for businesses seeking compliant and cost-effective management of their physical and digital information assets including the final disposition.
Forward-looking statements
This news release may contain "forward-looking information" as defined in applicable Canadian securities legislation. Such forward-looking statements typically contain statements with words such as "anticipate", "expect", "intend", "estimate", "propose", or similar words suggesting future outcomes or statements regarding an outlook. More particularly and without limitation, this news release contains forward-looking information and statements concerning the anticipated timing for delisting of the Shares from the TSX-V and Redishred's intention to apply to cease to be a reporting issuer under applicable Canadian securities laws, all of which may be impacted by timing of regulatory approvals. All statements other than statements of historical fact, included in this release constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management's control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.
For additional information with respect to risk factors applicable to Redishred, reference should be made to Redishred's continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Redishred's Annual Information Form. The forward-looking information contained in this release is made as of the date of this release and Redishred does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.
Contacts
For additional information from Redishred:
Redishred Capital Corp. (TSX.V - KUT)
Jeffrey Hasham, MBA, CPA, CA
Chief Executive Officer
[email protected]
www.redishred.com
Phone: (416) 849-3469 Fax: (905) 812-9448
For additional information from VRC Companies, LLC:
VRC Companies, LLC
Danny Palo
Chief Executive Officer
[email protected]
www.vitalrecordscontrol.com
Phone: (901) 310-2005
SOURCE: RediShred Capital Corp.
View the original press release on ACCESS Newswire
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