HIAWATHA, KS, Aug. 28, 2015 /CNW/ - (TSX: AJX) — On August 27, 2015, the California Department of Business Oversight (the "DBO") convened a fairness hearing to review the proposed merger between AgJunction Inc. ("AgJunction") and Novariant, Inc. ("Novariant") previously announced on March 16, 2015. Following the hearing, the DBO determined that the terms and conditions of the transaction are fair to the stockholders of Novariant and issued a permit to AgJunction to issue the securities described in the application filed with the DBO on June 12, 2015 as exempt securities under Section 3(a)(10) of the Securities Act of 1933, as amended. As a result, AgJunction will not be required to register such shares with the Securities and Exchange Commission prior to their issuance as merger consideration. The proposed merger remains subject to the approval of the stockholders of Novariant, the approval by AgJunction's shareholders of the issuance of AgJunction common shares pursuant to the merger, and the satisfaction of certain other customary closing conditions.
AgJunction provides innovative hardware and software applications for precision agriculture worldwide. AgJunction holds numerous patents and markets its products and services under leading brand names including Outback Guidance® and Satloc®. AgJunction supports advanced farming practices and enables seamless data connectivity among growers and their agricultural service providers. Headquartered in Hiawatha, Kansas, AgJunction has facilities in Arizona, Pennsylvania, Winnipeg, and Queensland, Australia. AgJunction is listed on the Toronto Stock Exchange (TSX) under the symbol "AJX". For more information, please go to www.agjunction.com.
Reader Advisory and Note Regarding Forward Looking Information
This press release contains forward-looking information and forward-looking statements (collectively, "forward-looking information") within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of AgJunction as of the date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "may", "will", "should", "believe", "intends" and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning: the timing of mailing of materials regarding the merger transaction and the holding of the AgJunction shareholders meeting. In respect of the forward-looking information AgJunction has provided such information in reliance on certain assumptions that it believes are reasonable at this time, including, but not limited to, assumptions as to the time required to prepare and mail shareholder meeting materials; and the ability of each of AgJunction and Novariant to receive, in a timely manner, the necessary regulatory, stock exchange and other third party approvals. The anticipated dates provided herein may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary regulatory, or other third party approvals in the time assumed; or the need for additional time to satisfy the other conditions to the completion of the merger transaction. Accordingly, readers should not place undue reliance on such forward-looking information contained in this press release. Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure of each of AgJunction and Novariant to obtain the necessary regulatory, stock exchange and other third party approvals in a timely manner, or at all. Failure to obtain such approvals may result in the merger transaction not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and AgJunction undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Agjunction Inc.
For further information: Rick Heiniger, President and CEO, AgJunction, RHeiniger@agjunction.com; Cory Pala, Investor Relations, (416) 657-2400, 1-877-657-5276, Cory.Pala@evestor.com