Exhibit 10.14
AMALGAMATION AGREEMENT
A M O N G :
DYNACARE INC.
- and -
SDLCODYN INC.
- and -
EPLCODYN HOLDINGS INC.
- and -
EPLCODYN REALTY INC.
- and -
MELCODYN INC.
- and -
JILCODYN HOLDINGS INC.
XXXXXXX AND XXXX LLP
Suite 2300
000 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
THIS AMALGAMATION AGREEMENT made this 22nd day of November, 2000.
A M O N G :
DYNACARE INC., a corporation amalgamated under the laws of the
Province of Ontario,
(hereinafter called "Dynacare")
OF THE FIRST PART;
- and -
SDLCODYN INC., a corporation incorporated under the laws of the
Province of Ontario,
(hereinafter called "Sdlcodyn")
OF THE SECOND PART;
- and -
EPLCODYN HOLDINGS INC., a corporation incorporated under the laws of
the Province of Ontario,
(hereinafter called "Eplcodyn")
OF THE THIRD PART;
- and -
EPLCODYN REALTY INC., a corporation amalgamated under the laws of
the Province of Ontario,
(hereinafter called "Realty")
OF THE FOURTH PART;
- and -
MELCODYN INC., a corporation amalgamated under the laws of the
Province of Ontario,
(hereinafter called "Melcodyn")
OF THE FIFTH PART;
1
- and -
JILCODYN HOLDINGS INC., a corporation incorporated under the laws of
the Province of Ontario,
(hereinafter called "Jilcodyn")
OF THE SIXTH PART;
WHEREAS Dynacare, Sdlcodyn, Eplcodyn, Realty, Melcodyn and Jilcodyn
were incorporated under the Business Corporations Act (Ontario);
AND WHEREAS Dynacare, Sdlcodyn, Eplcodyn, Realty, Melcodyn and
Jilcodyn, acting under the authority contained in the Business Corporations Act
(Ontario), have agreed to amalgamate upon the terms and conditions hereinafter
set out;
AND WHEREAS Dynacare, Sdlcodyn, Eplcodyn, Realty, Melcodyn and Jilcodyn
have each made full disclosure to one another of all of their respective assets
and liabilities;
AND WHEREAS it is desirable that the said amalgamation be effected;
NOW THEREFORE THIS AGREEMENT WITNESSETH as follows:
1. In this agreement:
(a) "Act" means the Business Corporations Act (Ontario) as amended
or re-enacted from time to time; and
(b) "Amalgamation Agreement" or "Agreement" means this
Amalgamation Agreement;
(c) "Amalgamating Corporations" means Dynacare, Sdlcodyn,
Eplcodyn, Realty, Melcodyn and Jilcodyn;
(d) "Corporation" means the corporation continuing from the
amalgamation of the Amalgamating Corporations;
(e) "Director" means the Director appointed pursuant to the Act.
2
2. Each Amalgamating Corporation hereby agrees to amalgamate on November
22, 2000 at the hour of 12:01 a.m. under the provisions of the Act and
to continue as one corporation under the terms and conditions
hereinafter set out.
3. The name of the Corporation shall be DYNACARE INC.
4. There shall be no restrictions on the business the Corporation may
carry on or on the powers the Corporation may exercise.
5. Until changed in accordance with the Act, the registered office of the
Corporation shall be in the City of Toronto.
6. Until changed in accordance with the Act, the address of the registered
office shall be 00 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx,
X0X 0X0.
7. The Corporation shall be authorized to issue an unlimited number of
shares designated as common shares.
8. The issued and outstanding shares in the capital of each of the
Amalgamating Corporations shall be converted into issued and
outstanding and fully paid and non- assessable common shares in the
capital of the Corporation as follows:
Sdlcodyn
(i) each of the issued class A shares in the capital of Sdlcodyn
shall be converted into 0.4121693 issued common shares in the
capital of the Corporation;
(ii) each of the issued class B shares in the capital of Sdlcodyn
shall be converted into 0.064421 issued common shares in the
capital of the Corporation;
(iii) each of the issued common shares in the capital of Sdlcodyn
shall be converted into 300,767 issued common shares in the
capital of the Corporation;
Eplcodyn
(i) each of the issued class A shares in the capital of Eplcodyn
shall be converted into 0.416416 issued common shares in the
capital of the Corporation;
(ii) each of the issued class B shares in the capital of Eplcodyn
shall be converted into 0.0644205 issued common shares in the
capital of the Corporation;
3
(iii) each of the issued common shares in the capital of Eplcodyn
shall be converted into 82,443 issued common shares in the
capital of the Corporation;
Realty
(i) each of the issued class A shares in the capital of Realty
shall be converted into 0.4068182 issued common shares in the
capital of the Corporation;
(ii) each of the issued class B shares in the capital of Realty
shall be converted into 0.0644205 issued common shares in the
capital of the Corporation;
(iii) each of the issued common shares in the capital of Realty
shall be converted into 71,702 issued common shares in the
capital of the Corporation;
Melcodyn
(i) each of the issued class A shares in the capital of Melcodyn
shall be converted into 0.412148 issued common shares in the
capital of the Corporation;
(ii) each of the issued class B shares in the capital of Melcodyn
shall be converted into 0.0644205 issued common shares in the
capital of the Corporation;
(iii) each of the issued common shares in the capital of Melcodyn
shall be converted into 303,991 issued common shares in the
capital of the Corporation;
Jilcodyn
(i) each of the issued class special K shares in the capital of
Jilcodyn shall be converted into 0.335309 issued common shares
in the capital of the Corporation;
(ii) each of the issued class special L shares in the capital of
Jilcodyn shall be converted into 0.477132 issued common shares
in the capital of the Corporation;
(iii) each of the issued class special M shares in the capital of
Jilcodyn shall be converted into 0.068125 issued common shares
in the capital of the Corporation;
(iv) each of the issued class special N shares in the capital of
Jilcodyn shall be converted into 0.012648 issued common shares
in the capital of the Corporation;
(v) each of the issued common shares in the capital of Jilcodyn
shall be converted into 406,146 issued common shares in the
capital of the Corporation;
4
Dynacare
(i) each of the issued Class B common shares and Class C common
shares in the capital of Dynacare registered in the name of
any person other than Sdlcodyn, Melcodyn, Eplcodyn, Realty or
Jilcodyn shall be converted into 0.6927 issued common shares
in the capital of the Corporation; and
(ii) each of the issued Class B common shares in the capital of
Dynacare registered in the names of Sdlcodyn, Melcodyn,
Eplcodyn, Realty and Jilcodyn shall, upon articles of
amalgamation in respect of the amalgamation becoming
effective, be cancelled without any repayment of capital in
respect thereof.
9. Holders of shares of any of the parties hereto shall not be entitled to
be registered on the books of the Corporation in respect of a fraction
of one of the issued common shares of the Corporation resulting from
the conversion described above or to receive any consideration in
respect thereof and, if any such fraction would otherwise result with
respect to any particular holder, the entitlement of such holder shall
be rounded down to the next nearest whole number if such fraction is
equal to or less than 0.5 and rounded up to the next nearest whole
number if such fraction is greater than 0.5.
10. The stated capital of the common shares of the Corporation being issued
hereunder shall be equal to the aggregate stated capitals in respect
of:
(a) the issued and outstanding class A shares, class B shares and
common shares of each of Sdlcodyn, Eplcodyn, Realty and
Melcodyn;
(b) all of the issued and outstanding class special K shares,
class special L shares, class special M shares, class special
N shares and common shares in the capital of Jilcodyn; and
(c) all of the issued and outstanding Class B common shares and
Class C common shares in the capital of Dynacare.
11. After the filing of articles of amalgamation in respect of this
Agreement and the issuance of a certificate of amalgamation in respect
thereof, the shareholders of the Amalgamating Corporations, when
requested by the Corporation, shall surrender the certificates
representing the shares held by them in each of the Amalgamating
Corporations. Subject to the provisions of the Act, the shareholders of
the Amalgamating Corporations shall be entitled to receive certificates
for shares of the Corporation in return for the certificates
representing the shares held by them in the Amalgamating Corporations
on the basis aforesaid.
5
12. Until otherwise changed in accordance with the Act, the minimum number
of directors of the Corporation shall be 3 and the maximum number shall
be 20. The first directors of the Corporation shall be as follows:
Resident
Name of director Residence address Canadian
---------------- ----------------- --------
Xxxxxx X. Xxxxxxx 00 Xxx Xxxxxx Xxxx Xxxx Xxx
Xxxxxxx Xxxxxxx X0X 0X0
Xxxxxx X. Xxxxxxx 0000 X. Xxxxxxx Xx
Xxxxxxx, Xxxxxxxx
X.X.X. 00000
Xxxxxx X. Xxxxxx 00 Xxx Xxxxxx Xxxx Xxxx Xxx
Xxxxxxx Xxxxxxx X0X 0X0
Xxxxx X. Xxxxxx 000 Xxxxxxxx Xxxxxx Xx
Xxxxxxxx, Xxxxxxxx
X.X.X. 00000
Xxxxxxx X. Xxxxx 000 Xxxxx Xxxxxx Xxxx Xxx
Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxx Xxxxxx 0 Xx. Xxxx Xxxxxxxx Xxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx X. Xxxx 000 Xxxxxxxx Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxx X0X 0X0
13. The said first directors shall hold office until the first annual
meeting of the Corporation, or until a successor is elected or
appointed. The subsequent directors shall be elected in accordance with
the provisions of the Act. The affairs and business of the Corporation
shall be under the management of the board of directors of the
Corporation from time to time, subject to the provisions of the Act.
14. The by-laws of Dynacare, so far as applicable and to the extent not
inconsistent with this Agreement, shall be the by-laws of the
Corporation, until repealed, altered or added to in accordance with the
provisions of the Act, and such by-laws may be examined at the
registered office of Dynacare.
6
15. There shall be no restrictions on the right to transfer the shares in
the capital of the Corporation.
16. Subject to the provisions of the Act, the following provisions shall
apply to the Corporation:
Without in any way limiting the powers of the Corporation, or
of the directors, as set forth in the Business Corporations
Act (Ontario), as amended or re-enacted from time to time, the
directors of the Corporation may, without authorization of the
shareholders,
(i) borrow money upon the credit of the Corporation;
(ii) issue, reissue, sell or pledge debt obligations of
the Corporation;
(iii) mortgage, hypothecate, pledge or otherwise create a
security interest in all or any property of the
Corporation, owned or subsequently acquired, to
secure any obligation of the Corporation.
17. Upon each of the Amalgamating Corporations approving this Agreement by
special resolution, the parties hereto shall jointly file, in
duplicate, with the Director, Articles of Amalgamation for the purpose
of bringing such amalgamation into effect.
18. At any time before the endorsement of a certificate of amalgamation by
the Director, this Agreement may be terminated by the directors of any
one of the Amalgamating Corporations notwithstanding approval of the
agreement by the shareholders of any one of the Amalgamating
Corporations.
7
IN WITNESS WHEREOF this Amalgamation Agreement has been duly executed
by the parties hereto the date first written above.
DYNACARE INC.
Per: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx, Chief Executive Officer
8
SDLCODYN INC.
Per: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Vice President
EPLCODYN HOLDINGS INC.
Per: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Vice President
EPLCODYN REALTY INC.
Per: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Vice President
MELCODYN INC.
Per: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Vice President
JILCODYN HOLDINGS INC.
Per: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, President
9
