Ontario-based death care company Family Memorials Inc. said Dec. 15 that it is merging with its subsidiary Thunder River Enterprises Inc. and 1142431 BC Ltd. to form an amalgamated private company named Amalco, which will be owned solely by Family Memorials President and CEO Scott Kellaway and the common shares of Thunder River.
Under the amalgamation agreement, Kellaway will receive Amalco's common shares, while Family Memorials shareholders will receive the amalgamated company's class A preferred shares, which can be exchanged for common shares of Thunder River, according to the release. Additionally, Family Memorials will be allowed to redeem its secured convertible debentures.
The amalgamation, which is valued at C$3.4 million, is subject to approval by the TSX Venture Exchange.
Kellaway owns around 3,095,000 common shares, or 5.98% of Family Memorials' issued and outstanding common shares, according to the release. The company added that Kellaway will own 3,095,090 common shares of Amalco and 48,633,775 common shares of Thunder River if the merger proceeds.
Family Memorials' special committee appointed Burstall Winger Zammit LLP as its legal advisors and Evans & Evans Inc. as its independent valuator for the transaction.