/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
TORONTO, May 22, 2013 /CNW/ - ViXS Systems Inc. ("ViXS") is pleased to announce the closing of a $57,357,997 private placement and the signing of an amalgamation agreement with W 7
Acquisition Corp. ("W7") as part of the previously announced going public transaction. W7 is
a capital pool company and its principal business is the identification
and evaluation of assets or businesses with a view to completing a
"Qualifying Transaction" under the policies of the TSX Venture
On May 22, 2013, ViXS and ViXS Subco Inc. ("ViXS Subco"), a subsidiary of ViXS, entered into an amalgamation agreement (the "Amalgamation Agreement") with W7 to amalgamate under the Canada Business Corporations Act (the "Amalgamation"). Under the terms of the agreement, among other things, holders of
common shares of W7 will exchange, for every 38.8889 W7 common shares,
one common share in the capital of ViXS.
In connection with the Amalgamation, on May 22, 2013, ViXS (through ViXS
Subco) completed a private placement (the "Offering") of 16,387,999
subscription receipts of ViXS Subco ("Subscription Receipts") at an
offering price of $3.50 per Subscription Receipt for gross proceeds of
$57,357,997. The Offering was conducted through a syndicate of agents
co-led by GMP Securities L.P. and Stifel Nicolaus Canada Inc. and
including BMO Capital Markets, Cormark Securities Inc. and Byron
Capital Markets Ltd. (the "Agents"). Upon the satisfaction of certain release and notice conditions,
each Subscription Receipt will be automatically exchanged immediately
prior to the completion of the Amalgamation for one common share of
ViXS Subco, which will then be exchanged for one common share of ViXS
in accordance with the terms of the Amalgamation Agreement.
"We are pleased to have raised over $57 million in these challenging
market conditions as it is a strong endorsement of our innovative
technology, solid business plan, and talented employees," said Sally J.
Daub, President and Chief Executive Officer, ViXS. "We look forward to
completing our reverse take-over with W7 and achieving public company
status for our shareholders and investors."
The proceeds from the private placement will be held in escrow pending
completion of the Amalgamation. The net proceeds will be used to repay
in full the US$5.5 million aggregate principal amounts outstanding
under ViXS' loan agreement with Comerica Bank and loan arrangements
with two of ViXS' shareholders, and for working capital purposes.
While ViXS currently anticipates that it will use the net proceeds of
the private placement as described above, it may re-allocate the net
proceeds from time to time depending upon changes in business
conditions prevalent at the time.
For their services in connection with the private placement, the Agents
will receive a commission equal to 6% of the gross proceeds of the
It is expected that current shareholders of ViXS, holders of
Subscription Receipts who will ultimately receive common shares of ViXS
upon the Amalgamation becoming effective, and former shareholders of W7
will own approximately 67%, 33% and less than 1%, respectively, of the
issued and outstanding common shares of ViXS post-Amalgamation.
Completion of the Amalgamation is subject to a number of conditions
including, among other things, receipt of conditional approval for the
listing of the common shares of ViXS on the Toronto Stock Exchange, TSX
Venture Exchange acceptance, and shareholders of W7 approving the
Amalgamation. There can be no assurance that the Amalgamation will be
completed as proposed or at all.
Copies of the Amalgamation Agreement and a comprehensive press release
describing the Amalgamation are available electronically on the SEDAR
website at www.sedar.com under W7's profile.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT.
Notice on forward-looking statements
This release includes forward-looking statements regarding ViXS and its
businesses. Such statements are based on the current expectations and
views of future events of the management of each entity, and are based
on assumptions and subject to risks and uncertainties. Although the
management of each entity believes that the assumptions underlying
these statements are reasonable, they may prove to be incorrect. The
forward-looking events and circumstances discussed in this release,
including completion of the Amalgamation and achieving public company
status, may not occur and could differ materially as a result of known
and unknown risk factors and uncertainties affecting the companies,
including failure to satisfy conditions of closing contemplated by the
Amalgamation Agreement, risks regarding the semiconductor industry,
market conditions, economic factors, ViXS' management's ability to
manage and to operate the business, and the equity markets generally.
No forward-looking statement can be guaranteed. Except as required by
applicable securities laws, forward-looking statements speak only as of
the date on which they are made and ViXS undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a
result of new information, future events, or otherwise.
About ViXS Systems Inc.
ViXS is the semiconductor pioneer in designing and developing
high-performance media solutions for the consumer electronics and video
service provider industries. With 400 patents issued and pending
worldwide, ViXS has been recognized with a number of industry awards
for innovation. ViXS is the world leader in transcoder deployments with
over 30 million shipments to date, and still growing.
ViXS has a comprehensive portfolio of products to meet the diverse needs
of the global media industry. Portfolio highlights include the most
advanced dense transcoder available for cloud-based solutions, as well
as SoC's for home devices capable of doing the most simultaneous number
of HD streams in the industry. Moreover, ViXS is the only company to
have integrated transcoding and Multimedia over Coax Alliance (MoCA)
technologies to create the lowest-cost media gateway capable of
delivering premium content to consumer IP devices, such as the iPad,
inside and outside of the home.
ViXS has three primary product lines: XCode, XCodePro and XConnex. The
XCode family of media processors range from stand-alone transcoding
chips to full SoC solutions, each capable of handling from one to four
simultaneous HD-to-HD transcodes. XCodePro products address the
professional enterprise market and are being deployed today for
cloud-based media streaming services. The XConnex product line is for
communications devices, including MoCA 1.1 and 2.0 solutions.
Additionally, ViXS customers are provided with a robust software
development kit known as Xtensiv.
ViXS is headquartered in Toronto, Canada with global operations and
offices in Europe, Asia and North America. For more information on
ViXS, visit our website: www.vixs.com.
VIXS™, the ViXS® logo, XCode®, XCodePro™, XConnex™ and Xtensiv™ are trademarks and/or registered
trademarks of ViXS. Other trademarks are the property of their
SOURCE: ViXS Systems Inc.
For further information:
Donna Wong, Tel: (416) 646-2000 ext. 246, E-mail: email@example.com