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FTI Consulting, Inc. / Dynamic Group
July 21, 2023 |
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Pursuant to an Order dated June 23, 2023, the Court approved the transaction agreement (the "PEL Transaction Agreement") between the vendors, DTGI, DAL, DAI and DEGL (collectively, the "Vendors") and the purchaser, Promising Expert Limited ("PEL"), 2523613 Alberta Ltd. ("Canadian Holdco"), 15102545 Canada Inc. ("Canadian Subco"), and PEL Dynamic Acquisition (US) Corp. ("US Subco", together with Canadian Subco, the "Purchaser"), and the transactions contemplated therein, including the sale of all of the aggregate issued and outstanding common shares of DTGI, DAL, DSL and DEGL (the "RVO Entities"), to the Purchaser and the sale of the assets of DAI to US Subco (collectively, the "PEL Transaction").
On July 21, 2023, following the completion of the PEL Transaction and pursuant to the PEL Transaction Agreement, the Monitor filed its Monitor's Certificates (the "PEL Transaction Certificates") with the Court and the PEL Transaction is considered closed. Upon the filing of the PEL Transaction Certificates, the following, among other things, was deemed to occur:
a. all right, title and interest of the RVO Entities in their respective Excluded Assets shall be transferred to, assumed by and vested absolutely and exclusively in ResidualCo, and in each chase all Claims, Liabilities, and Encumbrances shall continue to attached to such Excluded Assets with the same nature and priority as they had immediately prior to the transfer;
b. all Excluded Contracts and Excluded Liabilities of the RVO Entities shall be transferred to, assumed by and vested absolutely in ResidualCo and the Vendors shall be forever discharged and released from such Excluded Contacts and Excluded Liabilities and all Related Claims and Encumbrances;
c. all rights, titles and interest to the Purchased Shares issued by the RVO Entities will vest absolutely in the Purchaser free and clear of all Claims, Liabilities and Encumbrances, except Retained Liabilities, Retained Contacts and Permitted Encumbrances;
d. the RVO Entities will cease to be Applicants in the CCAA proceedings and will be released from the purview of the ARIO and all other Orders granted in the CCAA proceedings (excluding the ARVO); and
e. ResidualCo will be added as an Applicant to these CCAA proceedings.
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March 9, 2023 |
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On March 9, 2023, Dynamic Technologies Group Inc., Dynamic Attractions Ltd., Dynamic Entertainment Group Ltd., Dynamic Attractions Inc. and Dynamic Structures Ltd. (collectively, the "Applicant" or "Dynamic") sought and obtained an initial order (the "Initial Order") from the Court of King's Bench of Alberta (the "Court") under the Companies Creditors Arrangement Act R.S.C. 1985, c. C-36, as amended ("CCAA"). The Initial Order provides, among other things, a stay of proceedings which may be extended from time to time. Pursuant to the Initial Order, FTI Consulting Canada Inc. was appointed monitor ("Monitor") of the Applicant.
Under the Initial Order the Applicant was granted a Stay Period until and including March 19, 2023. Accordingly, a comeback hearing ("Comeback Hearing") is to be scheduled to be heard by the Court on March 16, 2023, where it will hear arguments with respect to the relief granted in the Initial Order.
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For additional information please contact the Monitor's hotline:
Phone: 1-833-768-1171
Fax: 403-232-6116
Email: DynamicGroup@FTIConsulting.com
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