BURNABY, BC, Oct. 29, 2013 /CNW/ - ESI Entertainment Systems Inc. ("ESI") (CNSX: ESY), announces that following approval of a special resolution for a
proposed Plan of Arrangement by the requisite majorities of affirmative
votes by (a) all securityholders, and (b) minority shareholders (which
excluded the shares held by certain insiders of ESI (the "Insider
Group")), at an Annual and Special Meeting held on October 28, 2013,
the Supreme Court of British Columbia issued a Final Order approving
the Plan of Arrangement on October 29, 2013.
Under the Plan of Arrangement, Bastion Finance Corporation ("Bastion"),
which is owned by the Insider Group, will acquire all of the issued and
outstanding common shares of ESI (the "ESI Shares"), other than those
held by the Insider Group, in exchange for $0.055 in cash for each ESI
Share, and ESI will be amalgamated with 0979854 BC Ltd., a wholly-owned
subsidiary of Bastion. Each holder of an option to acquire ESI Shares
will receive a cash payment equal to the difference between $0.055 and
the exercise price of the Option if less than $0.055.
Full details of the Plan of Arrangement are set out in the management
information circular of ESI dated September 20, 2013, which is
available among ESI's documents at www.sedar.com.
Subject to satisfaction of relevant closing conditions, which ESI
expects will be satisfied, the effective date for the Plan of
Arrangement is anticipated to occur on or about October 31, 2013.
Shortly thereafter, ESI will be making application to have its common
shares delisted from the Canadian National Stock Exchange and will also
be making application to cease being a reporting issuer under Canadian
ESI shareholders who surrender their ESI share certificates to the
depositary, Computershare Investor Services Inc., together with a
properly completed Letter of Transmittal, will receive a cash payment
of $0.055 per ESI Share. Letters of Transmittal were mailed to all ESI
shareholders together with the management information circular for the
Annual and Special Meeting held on October 28, 2013. Copies may also
be downloaded from ESI's documents at www.sedar.com.
About ESI Entertainment Systems Inc.
ESI Entertainment Systems Inc. is an idea generation and software
development company that develops concepts, creates prototypes,
establishes partnerships and validates potential markets. Since
formation in 1999 ESI Entertainment Systems Inc. has created three
independently operated and controlled subsidiaries based on validated
and proven products: Citadel Commerce Corp., ESI Integrity Inc. (which
was sold to Spectra Systems in 2012), and PlayLine Inc.
This release contains forward-looking statements. These statements
involve a number of risks and uncertainties and actual results could
differ materially from those projected. These forward-looking
statements regarding future events and the completion of the Plan of
Arrangement are based on current expectations, beliefs and assumptions
of management. Words such as "expects," "anticipates," "targets,"
"goals," "projects," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words, and similar expressions are
intended to identify such forward-looking statements. Factors that
might cause or contribute to such differences include the ability of
ESI and the Bastion Finance corporation to satisfy the conditions
precedent to the Arrangement. Investors are also directed to consider
the other risks and uncertainties discussed in ESI's financial
statements and filings. ESI undertakes no obligation to revise or
update publicly any forward-looking statements, except as required by
SOURCE: ESI Entertainment Systems Inc.
For further information:
ESI Entertainment Systems Inc.
Michael Meeks, Chief Executive Officer
Tel: +1 (604) 299-6922 ext 228