/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRE SERVICES/
TORONTO, April 28 /CNW/ - Hosted Data Transaction Solutions Inc. ("HDX" or the "Corporation"), is pleased to announce that it has completed the initial tranche of its previously announced private placement of Subscription Receipts to fund the acquisition of 100% of Posera Inc. The initial closing consisted of the sale of 11,053,091 Subscription Receipts at a price of $0.45 per Subscription Receipt for gross proceeds of approximately $4,973,891. D&D Securities Inc. acted as Agent for the offering.
The Subscription Receipts are governed by a subscription receipt agreement entered into with Equity Transfer & Trust Company ("Equity") and D&D Securities Inc. on April 27, 2010. Each Subscription Receipt entitles the holder to acquire a unit comprised of one Class A voting common share of HDX (the "Common Share") and one-half of one Class A common share purchase warrant (each whole warrant, a "Warrant") of HDX, without payment of additional consideration. Each Warrant is exercisable to acquire one Common Share at a price of $0.65 per share for a period of two years following the date of issuance , unless such Warrant exercise date is accelerated in accordance with the terms of the warrant indenture entered into with Equity on April 27, 2010. The Corporation has granted the Agent an option to offer and arrange for the purchase of up to 15% of the aggregate Subscription Receipts sold under the offering, which option is exercisable until 5:00 p.m. (Toronto) on the date that is 30 days following this first closing. The gross proceeds of the offering, less expenses of the Agent, are being held in escrow with Equity, acting as escrow agent, and will be released, net of the Agent's commission, to complete the acquisition of Posera Inc. following the satisfaction of certain release conditions, including without limitation, receipt of all required approvals and consents and the satisfaction of all conditions precedent other than payment of the proceeds for the acquisition (the "Release Conditions"). In the event that the Release Conditions are not satisfied on or before that date which is 90 days following the initial closing date of the offering (or such other date as the shareholders of the Corporation may approve), holders of the Subscription Receipts shall be entitled to receive, in exchange for such holders' Subscription Receipts, an amount equal to the aggregate purchase price paid for their Subscription Receipts.
The Corporation has agreed to use commercially reasonable best efforts to file a preliminary prospectus to qualify the Common Shares and Warrants issued under the offering as soon as possible following the final closing of the offering, and to file the final qualification prospectus within 120 days following such closing date. The Subscription Receipts, not previously exercised, will be deemed automatically exercised at the earlier of: (i) the third business day after the date of the receipt for a (final) prospectus to qualify the distribution of the Common Shares and the Warrants to be issued upon deemed exercise of the Subscription Receipts; and (ii) 4:59 p.m. (Toronto time) on the date which is four months and one day following the last closing date.
The offering was undertaken to (i) satisfy the cash portion of the purchase price of the acquisition by the Corporation of the issued and outstanding shares of Posera Inc., and (ii) for working capital purposes. On April 23, 2010, the Corporation announced the execution of a definitive agreement to acquire Posera Inc. Closing of the acquisition of Posera Inc. is anticipated to occur as soon as possible on or after April 30, 2010.
The Corporation's common shares trade on the Toronto Stock Exchange under the symbol "HDX". The Toronto Stock Exchange had conditionally approved for listing the common shares issuable by the Corporation in connection with the offering and the acquisition, subject to the satisfaction of final listing conditions.
Cautionary Note Regarding Forward-Looking Statements:
This press release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Corporation or its management. The forward-looking statements are not historical facts, but reflect HDX's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in the Annual Information Form filed on March 31, 2010 with the regulatory authorities. HDX assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless required by security regulation.
HDX is a leading provider of point-of-sale software, services and hardware to the restaurant sector in North America. Through the deployment of its proprietary software and national customer service support network, HDX is committed to providing innovation, quality products and superior service to its restaurant customers.
Additional information related to the Corporation can be found on SEDAR at www.sedar.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws an may not be offered or sold within the United States of to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE HOSTED DATA TRANSACTION SOLUTIONS INC.
For further information: For further information: Paul Howell, President/CEO, Hosted Data Transaction Solutions Inc., Phone: (416) 703-6462, extension 2263, Email: Paul.email@example.com