CALGARY, July 12, 2013 /CNW/ - Galvanic Applied Sciences Inc.
("Galvanic") (TSXV:GAV) confirms that the Board of Directors of
Galvanic has unanimously voted to support the offer ("Offer") to
acquire all of the outstanding common shares of Galvanic ("Galvanic
Shares") at a price of CDN$1.70 per share made by 1756349 Alberta Ltd.
(the "Offeror"), a corporation wholly-owned by Right Lane Capital LLC,
2SV Capital LLC and Tuckerman Capital IV, L.P.
The Special Committee of the Board of Directors of Galvanic has received
a written opinion (the "Fairness Opinion") from its financial advisor,
MNP LLP, that the consideration to be received under the Offer is fair,
from a financial point of view, to the shareholders of Galvanic. After
a discussion of the Offer and review of the Fairness Opinion, the
Special Committee recommended to the Board of Directors that it approve
the Offer and recommend that shareholders accept the Offer.
The Board of Directors, based upon the unanimous recommendation of the
Special Committee, and its own deliberations, has determined that the
Offer price is fair to Galvanic shareholders from a financial
perspective and that acceptance of the Offer is in the best interests
of Galvanic. On this basis, it is recommending to Galvanic shareholders
that they accept the Offer and tender their Galvanic Shares.
The Board of Directors is in the process of mailing today to the
shareholders of Galvanic the Directors' Circular which sets forth the
reasons for the recommendation of the Board of Directors, as well as
the full text of the Fairness Opinion (including the analysis,
assumptions, qualifications, limitations and considerations set forth
therein). The Directors' Circular (including the Fairness Opinion) has
been filed with the applicable securities regulators and is available
on SEDAR at www.sedar.com under Galvanic's profile. Copies are also available for viewing at the
offices of Galvanic at 7000 Fisher Road S.E., Calgary, Alberta T2H 0W3.
Certain shareholders of Galvanic, collectively holding an aggregate of
10,933,814 Galvanic Shares, and options (having an exercise price less
than the Offer price) to purchase an aggregate of 370,000 Galvanic
Shares, together representing approximately 67.24% of the outstanding
Galvanic Shares on a diluted basis (assuming all Galvanic options are
exercised), have entered into lock-up agreements pursuant to which they
have agreed to tender all of their Galvanic Shares to the Offer.
The Offer is open for acceptance until 4:00 p.m (Toronto time) on August
6, 2013, unless withdrawn or extended.
The depositary for the Offer is Computershare Trust Company of Canada
("Depositary"). Questions and requests for assistance or requests for
additional copies of the Directors' Circular or the formal offer
documents of the Offeror (including the letter of transmittal and
notice of guaranteed delivery), may be directed to the Depositary at
About Galvanic Applied Sciences Inc.
Galvanic Applied Sciences Inc. is an innovative electronic technology
company that develops instrumentation and manufactures equipment for
the natural gas processing and distribution markets and liquids process
markets. Products include analyzers for sulfur and BTU measurement in
gases, electronic volume correctors and recorders used in combination
with commercial natural gas meters, and tytrators, viscometers,
suspended solids and turbidity analyzers for on-line liquid analysis.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Excahnge)
accepts responsibility for the adequacy or accuracy of this release.
The news release may contain forward-looking information. Actual future
results may differ materially from those contemplated.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this news release contains
forward-looking information under the provisions of Canadian securities
laws. Forward-looking information is information that is not historical
fact. Such information includes, without limitation, statements
regarding expectations as to the minimum bid condition being met and
the expiry time of the bid. This forward-looking information is subject
to numerous risks, uncertainties and assumptions, certain of which are
beyond the control of Galvanic and/or the Offeror, including risks
relating to acquisitions, including, without limitation, conditions to
the Offer not being satisfied. Other risks include the impact of
general economic conditions; industry conditions; currency
fluctuations; governmental regulation; competition from other industry
participants; the lack of availability of qualified personnel or
management; stock market volatility; the ability of the Offeror to
complete or successfully integrate an announced the acquisition
proposal; unexpected costs or unexpected liabilities related to the
acquisition. Readers are cautioned that the material assumptions used
in the preparation of such information, although considered reasonable
at the time of preparation, may prove to be imprecise. Actual results,
performance or achievement could differ materially from those expressed
in, or implied by, this forward-looking information and, accordingly,
no assurance can be given that any of the events anticipated by the
forward-looking information will transpire or occur, or if any of them
do so, what benefits that Galvanic and/or the Offeror will derive
therefrom. Galvanic disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise except as required by
applicable securities laws.
SOURCE: Galvanic Applied Sciences Inc.
For further information:
Helen Cornett, Chief Executive Officer, Telephone: (403) 252-8470, Fax: (403) 255-6287, email: firstname.lastname@example.org, website: www.galvanic.com.