Buhler Industries Inc. (the "Company") announced March 28, 2025, the completed the amalgamation (the "Amalgamation") of the Company with a wholly-owned subsidiary ("Newco") of ASKO Sinai ve Teknoloji Üretim Sanayi Ticaret Anonim Şirketi ("ASKO") pursuant to the amalgamation agreement (the "Amalgamation Agreement") dated February 11, 2025 between the Company, ASKO and Newco to form the amalgamated corporation which will continue under the name "Buhler Industries Inc." ("Amalco").
The Amalgamation was approved by the holders of the Company's Class A common shares ("Common Shares") at a special meeting (the "Meeting") held March 28, 2025, by an affirmative vote of approximately [99.99]% of the votes cast in respect thereof by shareholders present in person or by proxy at the Meeting.
Pursuant to the Amalgamation: (i) each Common Share owned by public shareholders other than Newco was converted into one redeemable preferred share of Amalco (an "Amalco Redeemable Preferred Share") and each Amalco Redeemable Preferred Share was then redeemed by Amalco for $7.30 in cash immediately following completion of the Amalgamation; (ii) the Common Shares held by Newco were cancelled without payment of capital; and (iii) ASKO received one common share in the capital of Amalco for each common share it held in the capital of Newco.
Amalco has applied to de-list the Common Shares from the Toronto Stock Exchange (the "TSX") and it is expected that Amalco will be de-listed from the TSX effective as of the close of business on or about March 31, 2025. Amalco has concurrently made an application to the applicable securities regulatory authorities for an order that it will no longer be a reporting issuer under applicable Canadian securities laws.
The Amalgamation is more fully described in the management information circular of the Company dated February 27, 2025 which is available on the Company's SEDAR+ profile at www.sedarplus.ca. See also the news release issued by the Company on February 12, 2025 regarding the signing of the Amalgamation Agreement.
