Includes Business Conducted In New Zealand, Australia, The Philippines And Papua New Guinea

HNZ Group Inc. and PHI, Inc. have announced that, together with Don Wall, the Corporation’s President and CEO, they have entered into an arrangement agreement (the “Arrangement Agreement”) pursuant to which Don Wall, through a wholly-owned acquisition company (the "Canadian Purchaser" and together with PHI, the "Purchasers"), will acquire all of the issued and outstanding common and variable voting shares of the Corporation by way of a statutory plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) for $18.70 (Canadian) per share in cash (the “Consideration”). As part of the Arrangement, PHI will acquire from the Canadian Purchaser the portion of the Corporation’s offshore business conducted in New Zealand, Australia, the Philippines and Papua New Guinea (the “Offshore Operations”).

The Consideration represents a premium of 43.3% to the October 30, 2017 closing price of the Corporation’s common and variable voting shares on the Toronto Stock Exchange and a premium of 46.6% to the 20-day volume weighted average price of the Corporation’s common and variable voting shares on the Toronto Stock Exchange from October 2, 2017 to October 30, 2017. The Arrangement values the Corporation at approximately CAD$242.4 million, based on the number of outstanding shares of the Corporation as of October 30, 2017.

"We are pleased with the strategic review process that has led to this important transaction, which we believe to be in the best interests of the Corporation and its shareholders," said Larry Pollock, Chairman of the Board of Directors of the Corporation.

"This transaction provides significant value and liquidity for our shareholders, as well as continuity and opportunity for our employees," said Don Wall. "I look forward to continuing the operations of the Corporation in Canada, the U.S. and Antarctica where we will continue our brand as a well-known and respected industry participant, with an excellent safety record and reputation for providing performance excellence, innovative thinking and efficient customer service."

“This acquisition is an important part of our plan to diversify our services and international footprint,” said Al A. Gonsoulin, Chairman and CEO of PHI, Inc. “It is rare to be able to acquire a segment of a company with whom you have such a strong working relationship as well as deep professional and personal regard. Together, PHI and HNZ bring a unique approach and skill to the discerning international customer. We look forward to what this will mean for our company and for those we serve.”

The Corporation’s board of directors (with Don Wall abstaining), after consultation with its financial and legal advisors, and following receipt of the unanimous recommendation by a Special Committee of the board of directors composed entirely of independent directors (the “Special Committee”), has unanimously approved the Arrangement and unanimously recommends that holders of the Corporation’s common and variable voting shares vote in favour of the Arrangement. The Arrangement has also been approved unanimously by the board of directors of PHI.

(Source: PHI Inc news release)

FMI: www.phihelico.com