Mainframe Shareholders Vote on Acquisition
AndrAI...@aol.com
Rainmaker yesterday. Here is the press release about the meeting.
"Mainframe Entertainment Announces Mailing of Information Circular for
October 26, 2006 Shareholder Meeting
Vancouver, BC, 9/29/06 - Mainframe Entertainment, Inc. ("Mainframe"),
Canada's leading computer generated (CG) animation production company,
today announced that it has mailed an Information Circular to its
shareholders with respect to a special meeting of shareholders to be
held on Thursday, October 26, 2006 at 10:00 a.m. at Mainframe's offices
in Vancouver, British Columbia. At the special meeting, shareholders
will be asked to approve, by special resolution, the amalgamation of
Mainframe and a newly formed subsidiary of RNK Capital Limited
Partnership ("RNK"), which in turn, is a subsidiary of Rainmaker Income
Fund ("Rainmaker").
The amalgamation is to occur pursuant to a plan of arrangement under
the Canada Business Corporations Act. The proposed amalgamation follows
the previously announced acquisition by RNK of a 62% interest in
Mainframe on July 31, 2006. The net effect of the plan of arrangement
is that each common share of Mainframe (other than common shares held
by the Rainmaker Group) will be acquired by RNK at a price of $0.24 per
share (less any tax required to be deducted and withheld by RNK in
respect of shareholders not resident in Canada).
The amalgamation must be approved by a two-thirds majority of
shareholders voting at the special meeting and a simple majority of
shareholders other than RNK or its affiliates.
The Information Circular contains disclosure regarding the current
business activities of the Company for review by Shareholders,
including the intended "greenlighting" of a feature length film to be
produced by Mainframe.
A copy of the information circular will be available on SEDAR at
www.sedar.com and on the Company's website at www.mainframe.ca.
About Mainframe
Mainframe Entertainment Inc. is the industry leader in computer
generated animation for television and direct-to-video/DVD family
entertainment. Mainframe has produced over 269 half hours of CG
animated television as well as 16 CG animated direct-to-video/DVD
feature films and three CG animated television specials. Mainframe's CG
animation expertise is also being used in the production of theatrical
feature films, interactive games and commercials. Established in 1993,
Mainframe continues to grow its library of proprietary productions, and
has received many prestigious awards for its work on such international
brands as "Barbie"(winner of VSDA Award for Children's title of the
Year), "Hot Wheels", "Spider-Man", "Casper" and "Popeye". Mainframe is
recognized as a CG animation pioneer having developed the
groundbreaking internationally distributed television series "ReBoot".
Mainframe clients include Sony, Mattel, Lions Gate Home Entertainment,
Electronic Arts (Canada) and MTV.
About Rainmaker
Rainmaker is an unincorporated open-ended limited purpose trust located
in Vancouver, British Columbia. Rainmaker indirectly owns three
operating limited partnerships. Rainmaker Limited Partnership is one of
North America's leading film and video post production organizations,
providing superior service, using innovative technology and world-class
talent to design, build and shape content for film, television and new
media productions. EP Canada Limited Partnership is a leading provider
of payroll services for the film and television industry across Canada.
Canada Film Capital Limited Partnership provides tax credit
administration services and financing of tax credits through factoring
for film and television productions across Canada."