1547937 Ontario Ltd. (formerly known as Labelad Ltd.) and Marnlen Management Ltd.

In Receivership

Page last updated: April 1, 2013

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.

On July 18, 2012, on the application of Royal Bank of Canada (“RBC”), an Order was granted by the Ontario Superior Court of Justice (Commercial List) (the “Court”), pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c.B-3, as amended (the “BIA”) and section 101 of the Courts of Justice Act, R.S.O. 1990, c.C-43, as amended, that appointed PricewaterhouseCoopers Inc. as receiver (the "Receiver") of all of the assets, undertakings and properties (the “Property”) of Marnlen Management Ltd. (“Marnlen”) and Labelad Ltd. (“Labelad”) (“collectively the “Companies”).

In accordance with the provisions of the BIA, a Notice and Statement of the Receiver was mailed to all known creditors of the Companies on July 27, 2012.


Status of file at April 1, 2013

On March 21, 2013, the Receiver prepared its third report to the Court (the “Third Report”) to update the Court with respect to the Receiver’s activities from the date of the Second Report to the date of this Third Report, provide the Court with the Receiver’s Statement of Receipts and Disbursements to February 28, 2013 (the “R&D”) and to seek an order of the Court:

  1. approving the Third Report and the Receiver’s activities as set out in the Third Report, including the Receiver’s R&D;
  2. approving the fees and disbursements of the Receiver and those of its legal counsel as detailed in the Third Report;
  3. approving a distribution-in-kind of the art assets to Nanlark Holdings Limited (“Nanlark”);
  4. approving a distribution of the Contingent Refunds, if any (as defined in the Third Report) to Nanlark;
  5. approving an interim cash distribution to Nanlark, in the amounts of $62,000 and US$18,000 and authorizing the Receiver to make such subsequent distributions to Nanlark as the Receiver determines are appropriate, subject to maintaining sufficient reserves to satisfy the Accrued Obligations (as defined in the Third Report) and complete the administration of the receivership proceedings; and
  6. discharging PwC as Receiver of the Companies, subject to the Receiver filing a Certificate with the Court evidencing that its remaining duties have been completed (as detailed in the Third Report).

The motion was heard on March 28, 2013 and an order of the Court granting the relief sought.

Status of File at October 25, 2012

On October 25, 2012 the Court approved the orders as requested.

Status of File at October 18, 2012

On October 16, 2012, the Receiver filed its Second Report to update the Court with respect to:

  1. The Receiver’s activities from the date of the First Report to the date of the Second Report;
  2. The Receiver’s cumulative statement of receipts and disbursements from the Date of Appointment to September 30, 2012;
  3. The completion of the Transaction with Labelink Products Inc.;
  4. The Receiver’s review of the validity and enforceability of RBC and Nanlark Holdings Limited’s (“Nanlark”) security in respect of the Property and the opinion of the Receiver’s independent legal counsel, Aird & Berlis LLP (“A&B”);

    and to seek orders of the Court:

  5. Amending the title of the proceedings to reflect Labelad’s name change;
  6. Approving the second report and the Receiver’s activities;
  7. Approving the accounts of the Receiver for the period to September 30, 2012;
  8. Approving the accounts of A&B for the period to September 30, 2012;
  9. Approving the Receiver’s Statement of Receipts and Disbursements from the Date of Appointment to September 30, 2012;
  10. Amending and restating the Appointment Order to provide the Receiver the authority to assign the Companies into bankruptcy pursuant to the provisions of the BIA;
  11. Approving a distribution to RBC in an amount sufficient to satisfy the Companies’ indebtedness to RBC, such amount not to exceed $600,000 plus US$101,000;
  12. Approving a distribution to Export Development Canada in an amount of $1,000,000; and
  13. Approving an interim distribution to Nanlark, in an amount of $140,000.

A motion will be heard on October 25, 2012.

Status of File at September 6, 2012

Effective September 4, 2012, under the Articles of the Corporation, the corporate name of Labelad Ltd. was amended to 1547937 Ontario Ltd. A copy of the Certificate issued by the Ministry of Government Services Ontario is posted under the Receiver’s Reports tab.

Status of File at August 13, 2012

On August 13, 2012, the Court issued an order approving:

  1. The First Report and the activities of the Receiver;
  2. The Purchase Agreement;
  3. And authorizing and directing the Receiver to file articles of amendment for and on behalf of Labelad to change the name to 1547937 Ontario Ltd. On Closing of the Transaction; and
  4. Temporarily sealing the Confidential Bid Summary and the Purchase Agreement pending the completion of the Transaction.

Status of File at August 8, 2012

On August 7, 2012, the Receiver filed its First Report to update the Court with respect to:

  1. The activities of the Receiver since the Date of Appointment;
  2. The Receiver’s statement of receipts and disbursements from the Date of Appointment to August 1, 2012;
  3. The results of the Receiver’s efforts to solicit offers for the Property;
  4. The key terms of the Purchase Agreement dated August 3, 2012 between the Receiver and Labelink Products Inc.(“Labelink”) for the sale of the Purchased Assets subject to Court’s approval;

And to seek an order of the Court:

  1. Approving the First Report and the activities of the Receiver;
  2. Approving the Transaction and the Purchase Agreement and vesting the Companies’ right, title and interest in and to the Purchased Assets in Labelink, free and clear of all liens and encumbrances;
  3. Authorizing and directing the Receiver to change Labelad’s name on Closing of the Transaction, to 1547937 Ontario Ltd.; and
  4. Temporarily sealing the Confidential Bid Summary and the unredacted Purchase Agreement pending the completion of the Transaction.

This Web site will be updated as information becomes available.