MONTREAL, Oct. 13, 2026 /CNW/ -- 4370422 Canada Inc. (the "Company"), formerly known as Davie Yards Inc., and Davie Canada Yard Inc. ("Davie") announced today that they have entered into an arrangement agreement dated as of October 9, 2026 (the "Arrangement Agreement") pursuant to which Davie will acquire all of the common shares in the capital of the Company (the "Common Shares") by way of a statutory plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, holders of Common Shares (the "Shareholders") will receive $0.007522 per Common Share (the "Consideration"), representing an aggregate consideration of approximately $2,773,000. The Arrangement is expected to close by the end of 2026, subject to the satisfaction of customary closing conditions for a transaction of this nature, as outlined below.

The signing of the Arrangement Agreement followed the unanimous approval of the Arrangement by the board of directors of the Company (the "Board").

"The Arrangement represents a positive outcome for the Company and its Shareholders. It delivers immediate liquidity for our Shareholders, who have not had the opportunity to receive any consideration for their shares in connection with the proceedings of the Company under the Companies' Creditors Arrangement Act completed in 2015. After careful consideration and with the advice of our financial and legal advisors, the Board has unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders," said Jacques Valotaire, Chair of the Board.

Transaction Details

Pursuant to the terms of the Arrangement Agreement, Davie will acquire all of the Common Shares in the capital of the Company for $0.007522 per Common Share in cash.

The Arrangement will be completed pursuant to a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act (the "Act"). Completion of the Arrangement is subject to conditions that are customary for a transaction of this nature, including court approval and the approval of at least two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy at the special meeting of the Shareholders to be called to approve the Arrangement (the "Special Meeting"). Further details regarding applicable voting requirements will be contained in a management information circular to be filed by the Company and mailed to Shareholders in connection with the Special Meeting (the "Management Information Circular").

Completion of the Arrangement is also subject to the full or partial revocation of outstanding cease trade orders issued by the Autorité des marchés financiers and the securities regulatory authorities in certain other provinces of Canada to permit the transfer of the Common Shares to Davie. The Company intends to submit applications to the applicable regulators to request the revocation of such cease trade orders, but there can be no assurance that such cease trade orders will be revoked in full or in part.

The Arrangement Agreement contains customary non-solicitation provisions prohibiting the Company from soliciting competing acquisition proposals, as well as "fiduciary out" provisions that allow the Company to consider and accept a superior proposal, subject to a "right to match" provision in favour of Davie. The Arrangement Agreement provides for a termination fee payable by the Company to Davie if the Arrangement Agreement is terminated in certain circumstances.

It is anticipated that the Company will make an application to cease to be a reporting issuer promptly following the completion of the Arrangement, upon approval of which the Company will no longer be subject to the reporting requirements of applicable Canadian securities legislation, and will be dissolved in accordance with the Act.

Copies of the Arrangement Agreement and the Management Information Circular will be filed with the Canadian securities regulators and will be available on the SEDAR+ profile of the Company at www.sedarplus.ca. Shareholders are urged to read those and other relevant materials when they become available.

The Company has no commercial operations, revenue, cash or other assets. Davie agreed to fund costs and expenses incurred by the Company in connection with the Arrangement, including fees and expenses payable by the Company to its directors and officers and the costs and expenses of the Company's legal advisor and financial advisor. More information on the financial situation of the Company is available in its financial statements for the three- and six-month periods ended June 30, 2026, and the related management's discussion and analysis, available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Fairness Opinion 

MNP LLP ("MNP"), the financial advisor to the Board, has delivered an opinion (the "Fairness Opinion") to the Board to the effect that, as of October 9, 2026, subject to the assumptions, limitations and qualifications set forth in MNP's written fairness opinion that will be included in the Management Information Circular, the Consideration to be received by the Shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to such Shareholders. The Management Information Circular will also include the factors considered by the Board and other relevant information. 

Unanimous Approval of Board of Directors 

The Board has determined that the Arrangement is in the best interests of the Company and is fair to Shareholders, and has resolved to unanimously recommend that Shareholders vote in favour of the Arrangement at the Special Meeting.

Advisors

MNP LLP is acting as independent financial advisor to the Board and Osler, Hoskin & Harcourt LLP is acting as legal advisor to the Company. Borden Ladner Gervais LLP is acting as legal advisor to Davie.

About 4370422 Canada Inc. 

4370422 Canada Inc., formerly known as Davie Yards Inc., is a corporation incorporated on September 12, 2006, under the Canada Business Corporations Act. The Company's common shares were previously listed on the Toronto Stock Exchange under the symbol "DAV" until the Company sought creditor protection under the Companies' Creditors Arrangement Act in February 2010. The Company was subsequently involuntarily dissolved on July 16, 2018, and was revived on January 6, 2026. The Company's registered office is located at 1000 De La Gauchetière Street West, Suite 1100, Montreal, Quebec H3B 4W5.

About Davie Canada Yard Inc.

Davie Canada Yard Inc. is a corporation existing under the laws of the Province of Quebec. Davie owns and operates Canada's largest shipyard, located in Lévis, Quebec. The shipyard specializes in shipbuilding, ship repair and conversion services for the maritime industry. Davie Canada's head office is located at 22 George-D. Davie Street, Lévis, Quebec G6V 0K4.

Forward-Looking Information 

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. This forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe" or "continue", the negatives of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. In particular, statements regarding the Arrangement, including its proposed timing and the various steps contemplated in respect of it, and statements regarding the plans, objectives and intentions of the Company and Davie are forward-looking information.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management's beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what management believes are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to the Arrangement, these risks and uncertainties include, but are not limited to, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions to the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; failure to realize the expected benefits of the Arrangement; and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, the Company may have no other alternatives to maximize shareholder value and will require funding to pay the costs and expenses associated with remaining a reporting issuer. There can be no assurance that the Company will be able to finance these costs and expenses or retain the services of its directors and management. Furthermore, in certain circumstances, the Company may be required to pay a termination fee pursuant to the terms of the Arrangement Agreement, which could have a material adverse effect on its financial position.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that management anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or an offer to sell or a solicitation of an offer to purchase, any securities of the Company. 

SOURCE 4370422 Canada Inc.