TORONTO, Oct. 16, 2013 /CNW/ - iMarketing Solutions Group Inc. (CNSX:
IMR) (the "Company"), is pleased to announce that it has entered into a
transaction with a third party for the purpose of acquiring the
majority of the Company's assets. The transaction is intended to see
the business and operations of the Company continue. The Company
intends to seek approval of the transaction from the Ontario Superior
Court of Justice (Commercial List) ("Ontario Court") by late October
2013 and the United States Bankruptcy Court for the District of
Delaware (the "US Court") shortly thereafter. The agreement is a result
of the Company carrying out its sale and investment process approved by
the Ontario Court on May 7, 2013.
The Company is a North American integrated marketing services provider
of direct marketing solutions for not-for-profit organizations,
political organizations and professional associations.
On April 12, 2013, the Company was granted protection by the Ontario
Court under the Companies' Creditors Arrangement Act (Canada) and Duff & Phelps Canada Restructuring Inc. was appointed
monitor (the "Monitor"). On the same day, the US Court made an interim
Order recognizing the CCAA proceedings in the United States and
granting the Company certain protections as contemplated by chapter 15
of title 11 of the United States Code.
The principal purpose of the restructuring proceedings was to create a
stabilized environment in order to carry out a process to solicit
investors, strategic partners, plan sponsors or purchasers for the
Company's business and assets to preserve its going-concern value and
to execute a restructuring plan that was in the best interests of its
customers, creditors, employees and other stakeholders.
On May 7, 2013, the Court made an Order extending the stay of
proceedings to August 2, 2013 and approving a sale and investment
process to be carried out by Illumina Partners Inc., as the Company's
Chief Restructuring Officer, under the supervision of, and with the
assistance of, the Monitor.
On May 13, 2013, the Ontario Securities Commission, iMSG's principal
securities regulator, issued a general cease trade order due to the
Company's failure to file its audited annual financial statements and
related management discussion and analysis, as well as related
certifications by the Chief Executive Officer and the Chief Financial
Officer with respect to the Reporting Issuer's annual filings required
by National Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings for the period ended December 31, 2012 due
April 30, 2013. This general cease trade order remains in effect.
The stay in the CCAA proceedings presently expires on October 25, 2013.
The Company intends to seek a further extension of the stay of
This news release includes certain forward-looking information that is
based upon current expectations, which involve, among other things,
risks and uncertainties associated with the Company's business and the
restructuring process. Forward-looking information in this news release
includes, among others, statements with respect to the timing and
continuance of CCAA protection, the restructuring process and potential
opportunities for the restructured business. Any statements contained
herein that are not statements of historical facts may be deemed to be
forward-looking information, including those identified by the
expressions "anticipate", "believe", "plan", "estimate", "expect",
"intend", "will", "may", "should", "could", and similar expressions to
the extent they relate to the Company or its management. The forward
looking information is not historical fact, but reflects the Company's
current expectations regarding future results or events.
Forward-looking information is subject to a number of risks,
uncertainties and assumptions that may cause the Company's actual
results to differ materially from those discussed in the
forward-looking information, and even if such actual results are
realized or substantially realized, there can be no assurance that they
will have the expected consequences to, or effects on the Company.
Factors that could cause actual results or events to differ materially
from current expectations include, among other things, the Company's
revenue streams being consistent with historical patterns, adjusted to
reflect the Company's recent cost-cutting initiatives and changes to
its strategic direction; customers continue to pay the Company pursuant
to contract terms for ongoing project work performed by the Company,
credit and market risks, the uncertainty involved in court proceedings;
changes to licensing and regulations affecting the Company's
activities; uncertainties relating to the availability and costs of
financing needed in the future; the ongoing operation of the Company's
business and other factors, including without limitation, those listed
in the Company's MD&A for the three months and nine months ended
September 30, 2012 under the heading "Risks and Uncertainties".
The CNSX does not accept responsibility for the adequacy or accuracy of
SOURCE: iMarketing Solutions Group Inc.
For further information:
Materials filed in the CCAA and Chapter 15 proceedings can be found on the Monitor's website at: www.duffandphelps.com/restructuringcases.aspx.
Chief Restructuring Officer
416 633 4646 ext. 270