Toronto, Ontario and Edmonton, Alberta – April 1, 2009: Aecon Group Inc. ("Aecon") (TSX:ARE) and Lockerbie & Hole Inc. ("Lockerbie") (TSX:LH) today announced that the previously announced plan of arrangement under the Business Corporations Act (Alberta) involving Aecon, Lockerbie and Lockerbie's shareholders (the "Plan Arrangement") has been completed. Pursuant to the Plan of Arrangement, Aecon acquired all of the issued and outstanding common shares in the capital of Lockerbie (the "Lockerbie Shares").
Under the Plan of Arrangement, shareholders of Lockerbie were entitled to receive for each Lockerbie Share held, at their election and subject to pro-ration, either:
(a) $8.00 in cash;
(b) 0.8672 of a common share in the capital of Aecon (an "Aecon Share"); or
(c) a combination thereof.
Pursuant to the Plan of Arrangement, Lockerbie shareholders were entitled to receive, in the aggregate, cash in respect of 75% of the outstanding Lockerbie Shares and Aecon Shares in respect of 25% of the outstanding Lockerbie Shares.
Lockerbie shareholders elected to receive a number of Aecon Shares greater than the maximum number of Aecon Shares available to Lockerbie shareholders pursuant to the Plan of Arrangement. Accordingly, as a result of pro-rationing, Lockerbie shareholders who elected cash will receive 100% of the amount of cash they are entitled to receive and Lockerbie shareholders who elected Aecon Shares will receive approximately 67% of the number of Aecon Shares they are entitled to receive with the remainder of the consideration they are entitled to receive for their Lockerbie shares to be paid in cash. In aggregate, Aecon paid approximately $152,517,000 in cash and issued 5,510,942 Aecon Shares to Lockerbie shareholders pursuant to the Plan of Arrangement. This brings the number of Aecon shares issued and outstanding to 56,410,232.
Aecon is Canada's largest publicly traded construction and infrastructure development company. Aecon and its subsidiaries provide services to private and public sector clients throughout Canada and internationally. Aecon is pleased to be recognized as one of the 50 Best Employers in Canada as published by Report on Business Magazine and as one of Canada’s Top 100 Employers as published in Maclean’s Magazine.
Lockerbie was founded in 1898 and is one of the largest mechanical construction contractors in Canada. Lockerbie is a multi-disciplined contractor providing mechanical, electrical, instrumentation, pipe fabrication, module assembly, boiler erection, insulation and civil construction services primarily to the oilsands, mining, institutional, municipal and commercial market sectors. Lockerbie is headquartered in Edmonton, Alberta.
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