TORONTO, June 18 /CNW/ - Attwell Capital Inc. (TSXV: AT.H) ("Attwell" or the "Company") announces that it has entered into a support agreement (the "Support Agreement") with 0880650 B.C. Ltd., a private Canadian company (the "Offeror"), pursuant to which the Offeror has agreed to make a formal take-over bid to purchase not less than 12,000,000 and not more than 16,800,000 common shares of the Company ("Common Shares"), representing 67% and 94%, respectively, of Attwell's outstanding Common Shares, at a price of $0.03 per Common Share, payable in cash (the "Offer"). Attwell's Common Shares currently trade on the NEX board of the TSX Venture Exchange ("NEX"). The average closing price of the Common Shares for the last 10 trading days on the NEX was $0.022 per Common Share. The offer price per Common Share represents a 36% premium over such 10 day average closing price.
Certain shareholders of Attwell, including the senior officers and Board of Directors of Attwell, holding over 11,000,000 Common Shares have entered into lock-up agreements with the Offeror pursuant to which they have agreed to tender their Common Shares to the Offer. The Board of Directors of Attwell has unanimously determined that the Offer is fair to all shareholders and that the Offer is in the best interests of the Company and Attwell shareholders and unanimously recommends that shareholders accept the Offer.
A take-over bid circular containing the full details of the Offer (together with an Attwell Board of Directors circular) and other related documents are expected to be mailed to shareholders of Attwell within 14 business days. The Offer will be open for acceptance for at least 36 days following the commencement of the Offer.
The obligation of the Offeror to complete the Offer is subject to several conditions, including: at least 12,000,000 Common Shares being deposited under the Offer; Attwell having at least 150 public shareholders holding at least one board lot following completion of the Offer; receipt of applicable regulatory approvals and satisfaction or waiver of other customary conditions.
Certain statements contained in this release containing words like "believe", "intend", "may", "expect", and other similar expressions, are forward-looking statements and include statements relating to the Offer, the delivery of a take-over bid and directors' circular, and the continued listing of the common shares on the NEX. Such are based on assumptions, estimates, opinions and analysis made by Management in light of its experience, current conditions and its expectations of future developments as well as other factors it believes to be reasonable and relevant. These assumptions include, but are not limited to, those concerning the preparation and delivery of a take-over bid circular and directors' circular to shareholders, and that the Offeror will complete the acquisition of the common shares in accordance with the terms of the Support Agreement. Forward-looking statements involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those projected in the Company's forward-looking statements include the following: legal product liability and availability of insurance, the uncertainty inherent in attracting capital, dependence on key personnel and other risk factors identified from time to time in the Company's filings. The forward-looking statements contained in this release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements contained herein or in any other document filed with securities regulatory authorities, except in accordance with applicable securities laws.
Neither the 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 of this release.
SOURCE ATTWELL CAPITAL INC.
For further information: For further information: Avi Grewal, President and Chief Executive Officer, Attwell Capital Inc., (416) 213-8118 ext. 210, firstname.lastname@example.org; Gunther Roehlig, 0880650 B.C. Ltd., (604) 683-0911, email@example.com