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West 49 Inc. Receives Interim Order to Proceed With Special Meeting to Consider Acquisition by Billabong

By
July 22, 2010 2:23 PM

Press Release:

Burlington, Ontario, July 22, 2010 - West 49 Inc. (TSX: WXX) (the "Company") announced today that it has received an interim order from the Ontario Superior Court of Justice to proceed with a special meeting of its securityholders, at which securityholders will be asked to consider and, if thought appropriate, approve the previously announced transaction whereby Billabong International Limited, through its wholly-owned subsidiary Aurora Inc., will, subject to certain conditions, acquire all of the outstanding common shares and preferred shares of the Company for cash at a price of C$1.30 per share (and holders of the Company’s preferred shares will receive accrued and unpaid dividends on their preferred shares).

The special meeting is scheduled to be held in the Main Boardroom, 53rd Floor of the offices of Stikeman Elliott LLP, 5300 Court Commerce West, 199 Bay Street, Toronto, Ontario on Tuesday, the 24th day of August, 2010, commencing at 10:30 a.m. (Toronto time).

The interim order provides for the calling and holding of the special meeting and other procedural matters including, among other things, that, to be approved, the proposed transaction with Billabong must be approved by 66 2/3% of the holders of the Company’s common shares, preferred shares and in-the-money stock options (i.e. those with an exercise price of less than C$1.30) present at the special meeting and voting together as a single class.

The Company's board of directors, based on the unanimous recommendation of a special committee of independent directors, has unanimously recommended that securityholders vote in favour of the transaction. Certain significant securityholders together with the Company's board of directors, who collectively hold approximately 56% of the outstanding common and preferred shares, have entered into lock-up agreements with Billabong pursuant to which they have committed to vote their securities in favour of this transaction, subject to certain terms and conditions.

The Notice of Special Meeting to Securityholders, Notice of Petition to the Ontario Superior Court of Justice, Management Information Circular, Forms of Proxy and Letters of Transmittal with respect to the proposed Plan of Arrangement are expected to be mailed to securityholders later this month. Copies of these documents will also available at www.sedar.com.

Corporate Profile

West 49 Inc. is a leading Canadian specialty retailer of apparel, footwear, accessories and equipment related to the youth action sports lifestyle. The Company's stores, which are primarily mall-based, carry a variety of high-performance, premium brand name and private label products that fulfill the lifestyle needs of identified target markets, primarily tweens and teens. At May 1, 2010, the Company operated 138 stores in nine provinces, under the banners West 49, Billabong, Off The Wall, Amnesia/Arsenic and D-Tox. The Company's common shares are listed on the Toronto Stock Exchange under the symbol WXX. The Company has approximately 64 million common shares outstanding.

For more information, please contact:

Rhonda Biddix

Lawrence Chamberlain

Chief Financial Officer and Corporate Secretary

Investor Relations

West 49 Inc.

The Equicom Group Inc.

(905) 336-5454 ext. 224

(416) 815-0700 ext. 257

E-mail: ir@west49.com

E-mail: lchamberlain@equicomgroup.com

 

 


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