CALGARY, Feb. 1 /CNW/ - WellPoint Systems Inc. ("WellPoint" or the "Company") (TSXV: WPS) today announced that Quorum Oil and Gas Technology Fund
Limited obtained an Order (the "Alberta Proceedings") from the Court of Queen's Bench of Alberta (the "Alberta Court") on January 31, 2011 (the "Alberta Order") appointing Ernst & Young Inc. (the "Receiver") as receiver and manager of all the current and future assets,
undertakings and properties of every nature and kind whatsoever,
including all proceeds thereof (the "Property") of the Company and of WellPoint Systems, Inc., WellPoint Systems
(USA), Inc. and WPS Systems, Inc. (WellPoint Systems, Inc., WellPoint
Systems (USA), Inc. and WPS Systems, Inc. collectively referred to as
the "US Entities"). Prior to the appointment of the Receiver, all of the Company's
directors resigned from their positions as directors of the Company.
The terms of the Alberta Order do not apply to the Property of the US
Entities until the Receiver obtains an order in the United States from
a court of competent jurisdiction granting recognition of the Alberta
Proceedings under Chapter 15 of Title 11 of the United States Code on terms acceptable to the Receiver (the "US Recognition Order").
As part of the Alberta Order, the Alberta Court approved a sales process
for all or substantially all of the Property (the "Sales Process") that will be administered by the Receiver. Pursuant to the Sales
Process, the Receiver is to apply to the Alberta Court for an order
authorizing it to enter into an asset purchase agreement (the "Credit Bid APA") with WellPoint Acquisitionco Inc. ("WAI"). WAI is a Delaware corporation formed by two of the Company's
secured creditors, Quorum Oil and Gas Technology Fund and Sirocco
Holdings Inc. In the event that one or more Superior Offers (as defined
in the Sales Process) are received pursuant to the Sales Process, the
Receiver shall provide the person or persons making the Superior Offers
and WAI an opportunity to make further bids. In the event that no
Superior Offers are received, WAI will acquire all or substantially all
of assets of the Company and the US Entities pursuant to the Credit Bid
It is expected that the Company's principal business units will continue
operations during the Sales Process. The Receiver's present
understanding is that the US Entities will continue to market and sell
their respective solutions, and support and service all new and
existing customers. The management of the Company is cooperating with
the Receiver and is supportive of the Sales Process and the
restructuring to be effected during the receivership.
About WellPoint Systems Inc.
WellPoint Systems delivers software solutions and services that
transform complex data into Business Insight for more than 450
companies in 60 countries worldwide. WellPoint Systems is recognized as
a leader in providing Financial, Energy Marketing and Trading solutions
to the Oil and Gas industry with its award winning BOLO, IDEAS, Energy
Financial Management and Energy Broker products.
Founded in 1997, Calgary-based WellPoint Systems is publicly traded on
the TSX Venture Exchange under the symbol WPS. Visit www.wellpointsystems.com or www.ey.com/ca/wellpoint for more information.
This document contains forward-looking statements. Some forward looking
statements may be identified by words like "expects", "anticipates",
"plans", "intends", "indicates" or similar expressions. The statements
are not a guarantee of future performance and are inherently subject to
risks and uncertainties. The Company's actual results could differ
materially from those currently anticipated due to a number of factors,
including, but not limited to, successful completion of the Sales
Process, any Superior Offers, restructuring plans, technical or
manufacturing or distribution issues, the competitive environment for
the Company's products, the degree of market penetration of the
Company's products, and other factors set forth in reports and other
documents filed by the Company with Canadian securities regulatory
authorities from time to time.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE WellPoint Systems Inc.
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