ASEP CORPORATION ANNOUNCES SHAREHOLDER MEETING FOR APPROVAL OF GOING PRIVATE TRANSACTION BY CONSOLIDATION AND SPLIT
MARKHAM, ONTARIO, CANADA, February 25, 2026 /EINPresswire.com/ -- Asep Corporation (“Asep” or the “Company”), a public, non-listed company, announces that it intends to consolidate and split its common shares (the "Shares"), subject to shareholder approval, as described below, with the intention of thereafter having fewer than 51 shareholders of the Company (“Shareholders”) and applying to the Ontario Securities Commission (“OSC”) to cease being a reporting issuer in any jurisdiction in Canada (collectively, the “Transaction”).
The Company has today filed on its SEDAR+ profile, and is proceeding to mail to Shareholders, its management information circular (“MIC”), dated February 24, 2026, with respect to a meeting of Shareholders to be held on March 24, 2025, at Suite 1005, 3601 HWY. 7 E., Markham, Ontario, L3R 0M3, Canada, at 10:00 a.m. (Toronto time) (the “Meeting”) for the purpose of placing the Consolidation and Split (as defined below) before Shareholders for approval by way of a special resolution of Shareholders (the “Consolidation and Split Resolution”).
The Company strongly encourages all Shareholders to review the MIC in full and to vote their Shares accordingly. In particular, objecting beneficial owners of Shares should review the section hereinbelow entitled “Limitations Affecting Objecting Beneficial Owners’ Votes With Respect To Minority Approval” and the section entitled “Minority Approval – Limitations Relating to OBO Vote Tabulation” in the MIC.
Summary of the Proposed Transaction
Pursuant to the proposed Transaction, the Corporation intends to consolidate its Shares on the basis of 100,000 pre-consolidation Shares for one (1) post-consolidation Share, with such consolidation to be immediately followed by a proportionate Share split on the basis of 100,000 post-split Shares for each one pre-split Share (the "Consolidation and Split"), pursuant to which Shareholders holding 100,000 or more Shares immediately prior to the Consolidation and Split will retain the same number of Shares following the Consolidation and Split, and Shareholders holding fewer than 100,000 Shares immediately prior to the Consolidation and Split will have their Shares acquired for cash consideration of $0.005 per Share. In addition, those Shareholders whose Shares are not acquired mandatorily pursuant to the Consolidation and Split may opt in any case to submit all their Shares to the Company for cancelation in return for consideration of $0.005 per Share. Shareholders opting to receive consideration for their Shares must deliver a duly executed Letter of Transmittal to TSX Trust Company, as depositary, by March 23, 2026. Shareholders with questions related to receiving optional consideration for their Shares should contact TSX Trust Company at 1-800-387-0825 or email shareholderinquiries@tmx.com. The process by which Shareholders may receive consideration for their Shares, whether at their option or mandatorily pursuant to the Consolidation and Split, is laid out in full in the MIC.
Pursuant to the Consolidation and Split, the Company expects that:
• approximately 1,762,549 pre-Consolidation and Split Shares will be eliminated;
• such eliminated Shares will represent approximately 2.65% of the issued and outstanding pre-Consolidation and Split Shares, given 66,415,249 Shares are currently issued and outstanding;
• approximately 97.35% of the outstanding pre-Consolidation and Split Shares will remain unaffected by elimination; and
• the number of Shareholders will be reduced from approximately 191 to fewer than 51, following the elimination of approximately 142 shareholders holding fewer than 100,000 shares, representing approximately 74% of the total Shareholder base as of the date hereof.
As further described in the MIC, all Shareholders, regardless of whether their Shares will be eliminated pursuant to the Consolidation and Split, may exercise dissent rights as provided in Section 185 of the OBCA.
Following the Consolidation and Split, assuming approval of the Consolidation and Split Resolution and the decision of the Board of Directors to proceed with the same, and forthwith after the Meeting, the Company intends to apply to the OSC forthwith after the Meeting for the Company to cease being a reporting issuer in any jurisdiction in Canada. If the OSC approves the Company’s application, it will make an order to the effect that the Company is no longer a reporting issuer and the Company will thereupon become a private company unbound by securities law requirements such as those to file continuous disclosure documents on SEDAR+ and make timely disclosure of material developments affecting the Company. Finally, subsequent to the Transaction, the Company expects to take such actions as are required to withdraw all securities of the Company from the Canadian Depository for Securities Limited (“CDS”).
As further described in the MIC, the Company established a special committee of independent directors to lead the formulation and execution of the Transaction, and such special committee engaged Evans & Evans, Inc. to provide a non-contingent fairness opinion in respect of the Transaction. Such fairness opinion is included in full in the MIC and concluded that the consideration to be paid by the Company to the Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders.
On December 24, 2010, the Corporation voluntarily delisted from the TSX Venture Exchange. Management and Directors of the Corporation repeatedly raised concerns that the additional cost and overhead burden that remained from being a reporting issuer constituted a business liability with no associated benefits to the Corporation or its shareholders given the lack of an exchange listing. The Board of Directors of the Corporation prioritized consideration of, and thereafter the execution of, the Transaction following a review of lower 2025 revenues and ongoing expenses.
Shareholder Approval Requirements
Under the provisions of the Business Corporations Act (Ontario) (the “OBCA”), the Consolidation and Split Resolution must be approved by at least 66 2/3% of the votes cast at the Meeting by the Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat.
The Transaction (as defined below) also constitutes a “business combination” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), which requires majority of the minority approval of the Consolidation and Split Resolution in addition to the special resolution to be passed pursuant to the OBCA. Such majority of the minority approval requires that the Consolidation and Split Resolution be approved by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the Shares held or controlled by any Shareholder who holds at least 100,000 pre-Consolidation and Split Shares and whose interest in the Company will therefore not be eliminated pursuant to the Consolidation and Split. As the Company is unlisted, it intends to rely on an exemption from the formal valuation requirement available under subsection 4.4(1)(a) of MI 61-101, which requirement would otherwise pertain to a “business combination” such as the Transaction.
Limitations Affecting Objecting Beneficial Owners’ Votes With Respect To Minority Approval
Beneficial owners of Shares should note certain limitations in applying this 100,000-Share threshold to objecting beneficial owners (“OBOs”) for the purposes of the majority of the minority approval under MI 61-101 of the Consolidation and Split Resolution as described above. OBOs are those beneficial owners of Shares who hold their Shares through intermediaries and have objected to the disclosure of their ownership information to the Company. OBO voting results are reported on an aggregated basis only and cannot be segregated or broken down by individual shareholdings or by whether any such votes do or do not pertain to Shareholders below the 100,000-Share threshold.
Accordingly, and subject only to an OBO appointing itself or another as proxyholder and such proxyholder voting in person at the Meeting as described below, it is impossible for the Company to isolate votes cast via deposited voting information forms/proxies by OBOs holding fewer than 100,000 Shares. Therefore, an OBO wishing to vote their Shares at the Meeting for the purposes of majority of the minority approval must contact their broker to appoint a proxyholder to attend the Meeting in person.
To determine majority of the minority approval of the Consolidation and Split Resolution, the Company will instruct its scrutineer, TSX Trust Company, to provide the tabulation of votes cast by registered shareholders and non-objecting beneficial owners (“NOBOs”), whose holdings are identifiable and known to be below 100,000 Shares. Such tabulation will be used in determining whether the requisite majority of the minority approval has been obtained.
For an OBO’s votes to be counted in determining majority of the minority approval of the Consolidation and Split Resolution under MI 61-101, such OBO must contact their intermediary (such as their broker or other nominee) and arrange to have a proxy appointed in their name (or in the name of another) to attend and vote at the Meeting in person. Only in such circumstances would their holdings be identifiable for purposes of applying the 100,000-Share threshold.
Interests of Insiders in the Transaction
Mr. Howard Sutton, director and executive chairman of the Company, controls 10,397,212 Shares, representing approximately 15.65% of the issued and outstanding Shares. In addition, his daughter, Ms. Alannah Sutton, controls 11,973,701 Shares, representing approximately 18.03% of the issued and outstanding Shares. Mr. Sutton has also advanced an aggregate principal amount of $1,600,000 to the Company pursuant to a loan arrangement. The loan will remain outstanding following completion of the Transaction and will not be repaid, forgiven, amended or otherwise modified in connection with the Transaction.
The Suttons will receive the same consideration per Share as all other Shareholders in connection with the Transaction and will not receive any collateral benefit (within the meaning of MI 61-101) in connection with the Transaction except that they will remain Shareholders of the Corporation along with all Shareholders holding at least 100,000 pre-Consolidation and Split Shares and not depositing their Shares for cancellation. Nonetheless, the Suttons may be considered to have an interest in the Transaction that differs from that of other Shareholders, and their Shares will be excluded from the majority of the minority approval vote under MI 61-101. The Suttons are expected to vote all their Shares in favour of the approval of the Consolidation and Split Resolution as a special resolution of the Shareholders. The Suttons will not elect to deposit their Shares for cancellation by the Company in return for the optional consideration of $0.005 per Share and as such the number of their Shares will remain unaffected by the Transaction.
Significant Conditions to the Transaction
The completion of the Transaction remains subject to a number of conditions, including: (i) obtaining approval of the Consolidation and Split Resolution by way of special resolution of the Shareholders under the OBCA, (ii) obtaining majority of the minority approval of the Consolidation and Split Resolution in accordance with MI 61-101, (iii) the final approval, authorization and direction of the board of directors of the Company that the Company proceed with the Consolidation and Split and the rest of the Transaction, and (iv) obtaining an order from the OSC for the Company’s application to cease to be a reporting issuer.
Forward-looking Statements Disclaimer
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Consolidation and Split, the Meeting, the Transaction, the application of the Company to the OSC to cease being a reporting issuer, the ability of Asep to meet the conditions of the Transaction in the required timeframes, obtaining the necessary exemptions and approvals from relevant regulatory bodies. Asep cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Asep, including expectations and assumptions of the timely receipt of all required shareholder, court (if applicable) and regulatory approvals (as applicable), including the approval of the Consolidation and Split Resolution as a special resolution of the Shareholders and by a majority of the minority Shareholders pursuant to MI 61-101, the satisfaction of other closing conditions in accordance with the foregoing, as well as other risks and uncertainties, including those described in Asep’s disclosure documents available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Asep. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and Asep does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
The Company has today filed on its SEDAR+ profile, and is proceeding to mail to Shareholders, its management information circular (“MIC”), dated February 24, 2026, with respect to a meeting of Shareholders to be held on March 24, 2025, at Suite 1005, 3601 HWY. 7 E., Markham, Ontario, L3R 0M3, Canada, at 10:00 a.m. (Toronto time) (the “Meeting”) for the purpose of placing the Consolidation and Split (as defined below) before Shareholders for approval by way of a special resolution of Shareholders (the “Consolidation and Split Resolution”).
The Company strongly encourages all Shareholders to review the MIC in full and to vote their Shares accordingly. In particular, objecting beneficial owners of Shares should review the section hereinbelow entitled “Limitations Affecting Objecting Beneficial Owners’ Votes With Respect To Minority Approval” and the section entitled “Minority Approval – Limitations Relating to OBO Vote Tabulation” in the MIC.
Summary of the Proposed Transaction
Pursuant to the proposed Transaction, the Corporation intends to consolidate its Shares on the basis of 100,000 pre-consolidation Shares for one (1) post-consolidation Share, with such consolidation to be immediately followed by a proportionate Share split on the basis of 100,000 post-split Shares for each one pre-split Share (the "Consolidation and Split"), pursuant to which Shareholders holding 100,000 or more Shares immediately prior to the Consolidation and Split will retain the same number of Shares following the Consolidation and Split, and Shareholders holding fewer than 100,000 Shares immediately prior to the Consolidation and Split will have their Shares acquired for cash consideration of $0.005 per Share. In addition, those Shareholders whose Shares are not acquired mandatorily pursuant to the Consolidation and Split may opt in any case to submit all their Shares to the Company for cancelation in return for consideration of $0.005 per Share. Shareholders opting to receive consideration for their Shares must deliver a duly executed Letter of Transmittal to TSX Trust Company, as depositary, by March 23, 2026. Shareholders with questions related to receiving optional consideration for their Shares should contact TSX Trust Company at 1-800-387-0825 or email shareholderinquiries@tmx.com. The process by which Shareholders may receive consideration for their Shares, whether at their option or mandatorily pursuant to the Consolidation and Split, is laid out in full in the MIC.
Pursuant to the Consolidation and Split, the Company expects that:
• approximately 1,762,549 pre-Consolidation and Split Shares will be eliminated;
• such eliminated Shares will represent approximately 2.65% of the issued and outstanding pre-Consolidation and Split Shares, given 66,415,249 Shares are currently issued and outstanding;
• approximately 97.35% of the outstanding pre-Consolidation and Split Shares will remain unaffected by elimination; and
• the number of Shareholders will be reduced from approximately 191 to fewer than 51, following the elimination of approximately 142 shareholders holding fewer than 100,000 shares, representing approximately 74% of the total Shareholder base as of the date hereof.
As further described in the MIC, all Shareholders, regardless of whether their Shares will be eliminated pursuant to the Consolidation and Split, may exercise dissent rights as provided in Section 185 of the OBCA.
Following the Consolidation and Split, assuming approval of the Consolidation and Split Resolution and the decision of the Board of Directors to proceed with the same, and forthwith after the Meeting, the Company intends to apply to the OSC forthwith after the Meeting for the Company to cease being a reporting issuer in any jurisdiction in Canada. If the OSC approves the Company’s application, it will make an order to the effect that the Company is no longer a reporting issuer and the Company will thereupon become a private company unbound by securities law requirements such as those to file continuous disclosure documents on SEDAR+ and make timely disclosure of material developments affecting the Company. Finally, subsequent to the Transaction, the Company expects to take such actions as are required to withdraw all securities of the Company from the Canadian Depository for Securities Limited (“CDS”).
As further described in the MIC, the Company established a special committee of independent directors to lead the formulation and execution of the Transaction, and such special committee engaged Evans & Evans, Inc. to provide a non-contingent fairness opinion in respect of the Transaction. Such fairness opinion is included in full in the MIC and concluded that the consideration to be paid by the Company to the Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders.
On December 24, 2010, the Corporation voluntarily delisted from the TSX Venture Exchange. Management and Directors of the Corporation repeatedly raised concerns that the additional cost and overhead burden that remained from being a reporting issuer constituted a business liability with no associated benefits to the Corporation or its shareholders given the lack of an exchange listing. The Board of Directors of the Corporation prioritized consideration of, and thereafter the execution of, the Transaction following a review of lower 2025 revenues and ongoing expenses.
Shareholder Approval Requirements
Under the provisions of the Business Corporations Act (Ontario) (the “OBCA”), the Consolidation and Split Resolution must be approved by at least 66 2/3% of the votes cast at the Meeting by the Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat.
The Transaction (as defined below) also constitutes a “business combination” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), which requires majority of the minority approval of the Consolidation and Split Resolution in addition to the special resolution to be passed pursuant to the OBCA. Such majority of the minority approval requires that the Consolidation and Split Resolution be approved by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the Shares held or controlled by any Shareholder who holds at least 100,000 pre-Consolidation and Split Shares and whose interest in the Company will therefore not be eliminated pursuant to the Consolidation and Split. As the Company is unlisted, it intends to rely on an exemption from the formal valuation requirement available under subsection 4.4(1)(a) of MI 61-101, which requirement would otherwise pertain to a “business combination” such as the Transaction.
Limitations Affecting Objecting Beneficial Owners’ Votes With Respect To Minority Approval
Beneficial owners of Shares should note certain limitations in applying this 100,000-Share threshold to objecting beneficial owners (“OBOs”) for the purposes of the majority of the minority approval under MI 61-101 of the Consolidation and Split Resolution as described above. OBOs are those beneficial owners of Shares who hold their Shares through intermediaries and have objected to the disclosure of their ownership information to the Company. OBO voting results are reported on an aggregated basis only and cannot be segregated or broken down by individual shareholdings or by whether any such votes do or do not pertain to Shareholders below the 100,000-Share threshold.
Accordingly, and subject only to an OBO appointing itself or another as proxyholder and such proxyholder voting in person at the Meeting as described below, it is impossible for the Company to isolate votes cast via deposited voting information forms/proxies by OBOs holding fewer than 100,000 Shares. Therefore, an OBO wishing to vote their Shares at the Meeting for the purposes of majority of the minority approval must contact their broker to appoint a proxyholder to attend the Meeting in person.
To determine majority of the minority approval of the Consolidation and Split Resolution, the Company will instruct its scrutineer, TSX Trust Company, to provide the tabulation of votes cast by registered shareholders and non-objecting beneficial owners (“NOBOs”), whose holdings are identifiable and known to be below 100,000 Shares. Such tabulation will be used in determining whether the requisite majority of the minority approval has been obtained.
For an OBO’s votes to be counted in determining majority of the minority approval of the Consolidation and Split Resolution under MI 61-101, such OBO must contact their intermediary (such as their broker or other nominee) and arrange to have a proxy appointed in their name (or in the name of another) to attend and vote at the Meeting in person. Only in such circumstances would their holdings be identifiable for purposes of applying the 100,000-Share threshold.
Interests of Insiders in the Transaction
Mr. Howard Sutton, director and executive chairman of the Company, controls 10,397,212 Shares, representing approximately 15.65% of the issued and outstanding Shares. In addition, his daughter, Ms. Alannah Sutton, controls 11,973,701 Shares, representing approximately 18.03% of the issued and outstanding Shares. Mr. Sutton has also advanced an aggregate principal amount of $1,600,000 to the Company pursuant to a loan arrangement. The loan will remain outstanding following completion of the Transaction and will not be repaid, forgiven, amended or otherwise modified in connection with the Transaction.
The Suttons will receive the same consideration per Share as all other Shareholders in connection with the Transaction and will not receive any collateral benefit (within the meaning of MI 61-101) in connection with the Transaction except that they will remain Shareholders of the Corporation along with all Shareholders holding at least 100,000 pre-Consolidation and Split Shares and not depositing their Shares for cancellation. Nonetheless, the Suttons may be considered to have an interest in the Transaction that differs from that of other Shareholders, and their Shares will be excluded from the majority of the minority approval vote under MI 61-101. The Suttons are expected to vote all their Shares in favour of the approval of the Consolidation and Split Resolution as a special resolution of the Shareholders. The Suttons will not elect to deposit their Shares for cancellation by the Company in return for the optional consideration of $0.005 per Share and as such the number of their Shares will remain unaffected by the Transaction.
Significant Conditions to the Transaction
The completion of the Transaction remains subject to a number of conditions, including: (i) obtaining approval of the Consolidation and Split Resolution by way of special resolution of the Shareholders under the OBCA, (ii) obtaining majority of the minority approval of the Consolidation and Split Resolution in accordance with MI 61-101, (iii) the final approval, authorization and direction of the board of directors of the Company that the Company proceed with the Consolidation and Split and the rest of the Transaction, and (iv) obtaining an order from the OSC for the Company’s application to cease to be a reporting issuer.
Forward-looking Statements Disclaimer
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Consolidation and Split, the Meeting, the Transaction, the application of the Company to the OSC to cease being a reporting issuer, the ability of Asep to meet the conditions of the Transaction in the required timeframes, obtaining the necessary exemptions and approvals from relevant regulatory bodies. Asep cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Asep, including expectations and assumptions of the timely receipt of all required shareholder, court (if applicable) and regulatory approvals (as applicable), including the approval of the Consolidation and Split Resolution as a special resolution of the Shareholders and by a majority of the minority Shareholders pursuant to MI 61-101, the satisfaction of other closing conditions in accordance with the foregoing, as well as other risks and uncertainties, including those described in Asep’s disclosure documents available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Asep. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and Asep does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Ricky Ng
ASEP Corporation
+1 905-752-3700
email us here
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