RCC Holdings Corp fka RCCH

[johnnyfiber]

Well, FWIW...Hess has been consolidating and raising capital. Whether there is a relationship with RCC/IWS remains to be seen.

Source Marketwire
Date 01/26/2009
Time 01:01:58 PM

Company CPVC FINANCIAL CORPORATION
Title CPVC Financial Corporation Enters Into Business Combination Agreement in
Connection With Proposed Going Private Transaction





CDNX Symbol: LHB











Press Release




NEWS RELEASE TRANSMITTED BY MARKETWIRE


FOR: CPVC Financial Corporation

TSX VENTURE SYMBOL: LHB

January 26, 2009

CPVC Financial Corporation Enters Into Business Combination Agreement in
Connection With Proposed Going Private Transaction


MONTREAL, QUEBEC--(Marketwire - Jan. 26, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

CPVC Financial Corporation ("CPVC Financial" or the "Corporation") (TSX
VENTURE:LHB) today announced that it has entered into a business combination
agreement (the "Business Combination Agreement") with 4506791 Canada Inc.
("CanadaCo"), pursuant to which CPVC Financial will be amalgamated with
CanadaCo to form a new company ("Amalco") and taken private, subject to the
receipt of all required shareholder and regulatory approval (the
"Amalgamation"). Pursuant to the terms of the Amalgamation, the shareholders of
CPVC Financial will receive either one common share of Amalco or $0.02 per
share. The Common Shares of CPVC Financial last traded on TSX Venture at $0.015
per share.

About CanadaCo

CanadaCo is a private company incorporated under the laws of Canada. The
principal office of CanadaCo is located in Montreal.

The principal shareholder of CanadaCo is Chahram Bolouri of Montreal, Quebec,
who owns 100% of the outstanding CanadaCo common shares.

CanadaCo is a holding company and its sole asset is cash.

Directors and Officers of CanadaCo

The sole director and officer of CanadaCo is Chahram Bolouri.

Summary of the Proposed Transaction

CPVC Financial has entered into an arm's length business combination agreement
dated January 23, 2009 with CanadaCo, pursuant to which the Corporation and
CanadaCo have agreed to complete the Amalgamation to form Amalco, a new company
to be called CPVC Financial Corporation. The Amalgamation is subject to the
policies of the TSX Venture Exchange Inc. ("TSX Venture").

Pursuant to the terms of the Amalgamation, the holders of the common shares of
CPVC Financial have the option to receive either: (i) one (1) common share of
Amalco (the "Share Consideration"); or (ii) one $0.02 (the "Cash
Consideration") class A preference share of Amalco (the "Amalco Preference
Shares"), for each common share of CPVC Financial owned. The Amalco Preference
Shares will immediately be redeemed by Amalco for $0.02 per share cash on the
effective date of the Amalgamation.

After completion of the Amalgamation, Amalco will forthwith apply to cease to
be a reporting issuer and will no longer meet the requirements and cease to be
listed on TSX Venture Exchange Inc.

The Business Combination will be an-arm's length transaction.

Given the current difficult economic, credit and capital markets and economic
conditions, as well as the illiquid nature of the Corporation's assets, the
Corporation felt the Amalgamation was in the best interest of the shareholders
at this time.

Concurrent with the execution of the Business Combination Agreement, Alain
Lambert, William L. Hess, Robert E. Brown, Ron Keenan and Guy Lever who own or
control approximately 64% of the outstanding common shares of CPVC Financial,
have entered into lock-up agreements with CanadaCo, pursuant to which they have
agreed to vote to approve the Amalgamation, tender to the Amalgamation and have
elected to receive the Share Consideration.

The completion of the Amalgamation is subject to the approval of the TSX
Venture and all other necessary regulatory approval. The completion of the
Amalgamation is also subject to additional conditions precedent, including
shareholder approval of the Corporation, the cancellation of the outstanding
stock options to purchase the common shares of CPVC Financial, and certain
other usual conditions.

As indicated above, completion of the Amalgamation is subject to a number of
conditions, including but not limited to, TSX Venture acceptance and
shareholder approval. The Amalgamation cannot close until the required
shareholder approval is obtained. There can be no assurance that the
Amalgamation will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular
of the Corporation to be prepared in connection with the Amalgamation, any
information released or received with respect to the Amalgamation may not be
accurate or complete and should not be relied upon. Trading in the securities
of the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Factors that might cause a difference include, but are
not limited to, market acceptance of principal products, the impact of
competitive products and technologies. Amalco will not update these
forward-looking statements to reflect events or circumstances after the date
hereof. More detailed information about potential factors that could affect
financial results is included in the documents filed from time to time with the
Canadian securities regulatory authorities by Amalco.

- 30 -

CONTACT INFO:

CPVC Financial Corporation
Alain Lambert
President
[phone]

The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Amalgamation and has neither approved nor disapproved the contents of this
press release.

INDUSTRY: Financial Services - Venture Capital
SUBJECT: TMN - TAKEOVERS/ LETTER of INTENT

===============================================================

CPVC FINANCIAL CORPORATION ("LHB")BULLETIN TYPE: DelistBULLETIN DATE: May 5, 2009TSX Venture Tier 1 CompanyFurther to the news releases dated January 26, 2009, March 31, 2009 andApril 8, 2009, the common shares of CPVC Financial Corporation will bedelisted from TSX Venture Exchange effective at the close of businessMay 5, 2009. The delisting of the Company's shares results from thecompletion of a going-private transaction, as described in the Company'sManagement Proxy Circular dated February 27, 2009

===============================================================

http://infoventure.tsx.com/TSXVenture/TSXVentureHttpController?GetPage=CompanySummary&PO_ID=1023642&HC_FLAG1=on&HC_FLAG2=on

http://infoventure.tsx.com/TSXVenture/TSXVentureHttpController?GetPage=PersonSummary&PO_ID=1093967&HC_FLAG1=on&HC_FLAG2=on