Etrion Announces Mailing of Materials for Annual and Special Meeting of Shareholders and Plans Following Completion of Sale of Assets

GENEVA, Switzerland, April 16, 2021 (GLOBE NEWSWIRE) -- Further to its press releases of March 31 and April 9, 2021, Etrion Corporation (“Etrion” or the “Company”) (TSX: ETX) (OMX: ETX), a solar independent power producer, is pleased to announce that it will be mailing next Wednesday the Management Information Circular (the “Circular”) and related meeting materials for an annual and special meeting of shareholders (“Shareholders”) to be held on May 27, 2021 (the “Meeting”). The Circular and other Meeting materials will also be filed on SEDAR at www.sedar.com.    

The Meeting is being called to request approval of, in addition to usual annual meeting matters, the previously announced sale of Etrion’s Japanese solar projects (the “Transaction”) that would represent a sale of all or substantially all the Company’s assets or undertaking. Shareholders will also be asked to approve a reduction of capital to facilitate a distribution of proceeds from the Transaction and the voluntary dissolution of the Company, as the Company will not have any significant assets or active business operations following completion of the Transaction. As set out in the Circular, the current plan of the board of directors of the Company (the “Board”) following completion of the Transaction is as follows:

• Upon closing of the Transaction (“Closing”), the Company will cause its subsidiaries to distribute the proceeds thereof, net of applicable expenses, liabilities and taxes, to the Company.
• Within approximately 60 days after Closing, the Company plans to make an initial distribution to Shareholders of approximately CAD$0.41 (approximately US$0.32) per share, provided that the actual amount of the distribution will be determined by the Board based on its assessment of the financial position of the Company and its future cash needs. Assuming that Shareholders approve a reduction of capital at the Meeting, such distribution will be made by way of return of capital, which in the circumstances should generally not be taxed as a dividend for Canadian income tax purposes.
• The Company plans to reserve approximately CAD$20 million to cover for any liabilities that may result from potential warranty claims under the different agreements contemplated as part of the Transaction, other corporate level liabilities and anticipated expenses to cover continuing operations and windup costs.
• After Closing, the Company will be required to provide certain transition services to the purchasers of its projects for a period of 90 days. The Company plans to maintain the minimum resources required to effectively provide such transition services, continue to prosecute the pursuit of its claim for Italian tax credits and complete the windup of its subsidiaries, except as may be required to pursue such credits.
• Subject to the possibility of the Board identifying other potential business opportunities, the Company expects to complete its windup activities and proceed with the dissolution within approximately 24 months after Closing, although it is possible that the dissolution may be extended beyond that time. Any cash remaining at the completion of the windup activities and settlement of all liabilities of the Company will be distributed to shareholders. The Company currently expects the final distribution to be between CAD$0.04 (approximately US$0.03) per share and CAD$0.08 (approximately US$0.06) per share.