/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWS WIRE SERVICES/
TORONTO, March 25 /CNW/ - Hosted Data Transaction Solutions Inc. ("HDX" or the "Company") previously announced that on an agency basis, it intended to raise up to Cdn$15 million, by way of a private placement of subscription receipts ("Subscription Receipts"). The Company's Class A voting common shares are listed on the Toronto Stock Exchange (the "TSX") under the symbol "HDX".
Due to the cancellation of the letter of intent with Cash 'N Go Ltd. on March 23, 2010, HDX has now entered an engagement letter in respect of a private placement of Subscription Receipts for gross proceeds of up to Cdn$8 million (the "Offering") with an overallotment option of up to 15% of the issue, exercisable by notice in writing to HDX within 30 days of the closing.
This financing is being undertaken to satisfy the cash components of the recently announced letter of intent to acquire 100% of the shares of Posera Inc. ("Posera") of Seattle, Washington and increase the working capital position of the Company. Upon completion of this acquisition, HDX will have over 26,000 quick service and table service restaurants as customers for its point-of-sale solutions and will be implementing a payment switch to process customer transactions. This will enable HDX to truly serve as a full payments and POS solutions provider, with the opportunity to generate significant, incremental, profitable revenue.
The initial engagement letter with Paradigm Capital Inc., as lead agent, with a syndicate including agents Macquarie Capital Markets Canada Ltd. and Belweather Capital Partners Inc. has been terminated. HDX continues to work with Belweather Capital Partners Inc. and discussions are underway with other potential syndicate partners.
The Offering is anticipated to contain a Subscription Receipt that will entitle the holder to acquire one HDX common share and one-half of one common share purchase warrant of HDX, without payment of additional consideration. Each whole HDX warrant will be exercisable for one HDX common share at a price to be determined for a period of two years after the closing date.
Approximately $6 million of the net proceeds will be used to fund the acquisition of Posera and the balance will be used for working capital. The gross proceeds will be held in escrow and released to complete the acquisition following the 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"). Unless consent of the Subscription Receipt holders is obtained, in the event that the Release Conditions are not satisfied on or before that date which is 60 days following the closing date (the "Release Deadline"), 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.
Completion of the Offering is subject to receipt of all necessary regulatory and other approvals, including TSX approval. Additionally, under Section 611 of the TSX Manual, the Company intends to obtain Shareholder Approval by way of written consent of shareholders holding in excess of 50% of the issued and outstanding shares of HDX, subject to TSX approval. It is anticipated that the offering will be priced in the context of the market and that the closing of the Offering will be priced in the context of the market and that the closings of the acquisition will occur on or about April 15, 2010 and HDX will use its best efforts to qualify, by way of prospectus, the issue of Units upon the exercise or deemed exercise of the Subscription Receipts as soon as possible prior to the closing of the acquisition.
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 and may not be offered or sold within the United States or 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.
As previously announced, Posera is a private Seattle based company that develops, deploys, and supports a restaurant point-of-sale software known as Maitre'D which has been deployed in over 20,000 locations worldwide in eight different languages. Posera sells and services its clients directly, as well as through a network of approximately 140 value added reseller partners in 25 countries with approximately 1,100 representatives selling, supporting & installing its software. Posera's customers include Quick, O'Briens, St-Hubert, Pita Pit, Popeye's, Dunkin' Donuts, Pizza Delight, Baton Rouge, Scores, Hooters, Casey's, Supermac's, HDOS, KFC, Extreme Pita, Pizza Hut, among many others.
Cautionary Note Regarding Forward-Looking Statements
This discussion 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 Company 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 30, 2009 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 Company can be found on SEDAR at www.sedar.com.
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