Trading Symbol: TSX-V: NBL.P
/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TORONTO, Oct. 31, 2016 /CNW/ - NOBELIUM TECH CORP. ("Nobelium" or the "Company"), a capital pool company, is pleased to announce that it has entered into a letter of intent dated October 31, 2016 (the "Letter of Intent") to purchase all of the issued and outstanding shares of VIZIYA Corporation ("VIZIYA") (the "Transaction").
Nobelium is a Capital Pool Company ("CPC") and intends the Transaction to constitute its Qualifying Transaction under the policies of the TSX Venture Exchange (the "Exchange"). The Transaction is not a non-arm's length transaction.
Nobelium will purchase all of the outstanding shares of VIZIYA for a purchase price of $21,110,000 USD plus contingent consideration of up to $12,890,000 USD that are subject to certain earn-out provisions. Pursuant to the Letter of Intent, Nobelium will pay the purchase price on closing by way of $20,400,000 USD cash and issue common shares of Nobelium representing $710,000 USD. The earn-out is structured by way of an interest bearing vendor take back note of $6,500,000 USD and common shares of Nobelium in the amount of $6,390,000 USD at a price per share of a concurrent brokered equity financing to be completed as part of the Transaction.
Headquartered in Hamilton, Ontario, with offices in Brussels, Brisbane, Perth, Atlanta, Cape Town, Qatar, and Dubai, VIZIYA is the industry leader providing bolt-on software products to enhance ERP-based asset maintenance systems. VIZIYA's proprietary WorkAlign™ Product Suite delivers seamless integration into existing ERP systems. With over 55,000 users at 850 sites across 6 continents, the world's best companies use VIZIYA products to help them better maintain their assets.
"VIZIYA's product expertise coupled with its experienced management team will enable us to continue to be a profitable growth engine" says John Vujicic, Chief Executive Officer, VIZIYA. "We are genuinely excited to join Nobelium and begin the next chapter in our journey of providing our customers with best-in-class Software solutions."
"We are proud to have VIZIYA be our first platform acquisition" stated John Varghese, Chairman and CEO of Nobelium. "I look forward to working with John Vujicic as he joins the Nobelium board as part of this transaction" continued Varghese.
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. The Transaction may require sponsorship and Nobelium plans to provide a news release update should a sponsor be retained. Nobelium's shares have been halted from trading as a result of the announcement of the Transaction. Nobelium expects that trading in its common shares will remain halted pending closing of the Qualifying Transaction. The common shares of Nobelium may trade sooner, only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policy.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative.
Financing and Debt
Nobelium intends to raise up to $35,000,000 CDN in a brokered equity and debt financing. The financing is expected to close contemporaneously with the close of the Qualifying Transaction.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
A comprehensive press release will be issued by Nobelium when a definitive agreement is finalized.
Nobelium is a platform that will seek to own and acquire a growing collection of high quality profitable Software as a Service businesses ("SaaS"), IT services and provisioning businesses and businesses with recurring revenue models solving specific vertical/industry needs.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ fromthose reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
SOURCE Nobelium Tech Corp.
For further information: John Varghese, Chairman & CEO T:416 865 1611