|By Marketwired .||
|July 9, 2014 08:34 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/10/14 -- Northampton Group Inc. (TSX VENTURE:NHG) ("Northampton" or the "Company") acknowledges the announcement today by Mr. Deepak Ruparell concerning the proposed acquisition of Northampton by 2525138 Ontario Inc. (the "Purchaser"), a corporation controlled by Mr. Ruparell. According to Mr. Ruparell's press release, the Purchaser has entered into voting support agreements with other shareholders of Northampton that collectively own approximately 65% of the Company's outstanding common shares, and 100% of the outstanding voting preference shares. As disclosed by Mr. Ruparell, these shareholders have agreed to vote their shares in favour of the transaction which will be proposed by the Purchaser. Mr. Ruparell's press release states that under the proposed transaction shareholders of NGI will receive $1.40 per common share in cash and $0.20 per preference share in cash. The proposed purchase price for the common shares represents a premium of 55.6% to the NGI closing price of $ 0.90 on July 8, 2014 and 47.4% of the 90-day volume weighted average stock price. This proposed price results in an all cash transaction valued at approximately $38 million.
Northampton's board of directors has accordingly established a special committee of independent directors (the "Special Committee") to receive details of, consider, and evaluate any proposal that is submitted by the Purchaser concerning the proposed transaction. The members of the Special Committee are W. Keith Gray (Chairman of the Special Committee), Edwin Cohen, and Walter Keyser. The Special Committee will consider and advise Northampton's board of directors as to whether the proposed transaction is in the best interest of the Company. To date Northampton has not received any formal proposal from Mr. Ruparell.
Mr. Ruparell currently beneficially owns and controls 3,922,550 common shares of Northampton, representing approximately 15.04% of the Company's issued and outstanding common shares. Shihasi Financial Corporation, a party to a voting support agreement with the Purchaser, currently owns 14,000,000 common shares and 5,500,000 preference shares of the Company, representing approximately 53.52% of the Company's issued and outstanding common shares and 100% of the Company's issued and outstanding preference shares. Messrs. Vinod Patel, Nagin Patel, and Kantu Patel, directors of Northampton, are also directors of Shihasi Financial Corporation. Additional shareholders representing 11.48% of the common shares have also entered into voting support agreements.
At this time, Northampton has not entered into a letter of intent or other agreement with Mr. Ruparell or the Purchaser and there is no assurance that any transaction will be completed as proposed or at all.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Northampton Group Inc.
President and CEO
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