VANCOUVER, Jan. 27, 2017 /CNW/ - Nuri Telecom Company Limited ("Nuri") announces today that its wholly-owned subsidiary, 1101324 B.C. Ltd. (the "Offeror"), intends, subject to market conditions and applicable securities laws, to purchase common shares (the "Common Shares") of Apivio Systems Inc. ("Apivio") through the facilities of the TSX Venture Exchange (the "TSXV"). The Offeror may purchase Common Shares from time to time during the period commencing on January 31, 2017 and ending at the expiry time of the Offeror's offer (the "Offer") to acquire all of the issued and outstanding Common Shares.
As described in the Offer and take-over bid circular (the "Offer Documents") dated January 17, 2017, and under applicable Canadian securities laws, the aggregate number of Common Shares that may be acquired by the Offeror or any of its affiliates through the facilities of the TSXV shall not exceed 5% of the outstanding Common Shares as at the date of the Offer. The purchase price for any Common Shares acquired by the Offeror or any of its affiliates through the facilities of the TSXV may be different than the cash consideration for the Common Shares under the Offer, being CDN$0.40.
The Offeror will issue and file a news release, setting out information concerning the number of Common Shares purchased and other information prescribed by applicable Canadian securities laws, after the close of business on each day on which the Offeror or any of its affiliates purchase Common Shares.
Full Details of the Offer are contained in the Offer Documents and Nuri encourages shareholders of Apivio to carefully review the Offer Documents and to consider the important information set out therein, including detailed instructions on how to tender their Common Shares to the Offer. Copies of the Offer Documents may be retrieved on the website for the Offer at www.ApivioOffer.com or under Apivio's profile at www.sedar.com. Shareholders may also obtain copies of the Offer Documents free of charge upon request made to the Offeror's Information Agent and Depositary, Laurel Hill Advisory Group at the contact information provided below.
The expiry time for the Offer is 11:59 p.m. (Toronto Time) on May 2, 2017, unless the Offer is extended, accelerated or withdrawn by the Offeror in accordance with its terms.
If you have any questions regarding the Offer or require assistance with tendering your Common Shares, please call the Information Agent and Depositary for the Offer, Laurel Hill Advisory Group, toll free in North America at 1-877-452-7184 (+1-416-304-0211 outside North America), or by email at firstname.lastname@example.org.
Nuri is a provider of next generation communication technology for the Internet of Things ("IoT") and the Smart Grid industry. Nuri is a global leader in providing end-to-end advanced metering infrastructure solutions that save consumers money and help utilities to run a network infrastructure that's proven, reliable, future-proof and fully standardized. Nuri's core product offering is a communication solution for smart meters, AiMiR, which provides automatic meter readings of electricity, water, gas and other measurements and delivers gathered data through a variety of networks in real time. AiMiR helps consumers and utility companies manage their resource consumption by providing real time information, accommodating their resource distribution to optimum levels for both short term and long term infrastructure needs.
To date, Nuri has deployed its communication systems to over two million households and businesses in 19 countries worldwide, and that number continues to grow each day through large-scale deployments in commercial, industrial, and residential markets. With a growing list of global customers, Nuri is expanding its customer base throughout Asia, Europe and Africa. Recently, Nuri has won US$79 million Soria projects in Norway and US$12 million ECG projects in Ghana.
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 or accuracy of this news release.
This news release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of the Offeror, Nuri or Apivio.
This news release contains "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Nuri and the Offeror. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "will", "plan", "intends", "may", "will", "could", "expects", "anticipates" and similar expressions. In particular, this news release contains forward-looking statements pertaining to the purchase of the Common Shares by the Offeror.
These forward-looking statements are based on assumptions made by and information currently available to Nuri and the Offeror. Although management of Nuri and the Offeror consider these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties and readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the beliefs, plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: the ultimate outcome of any possible transaction between the Offeror and Apivio, including the possibility that Apivio will not accept a transaction with the Offeror or enter into discussions regarding a possible transaction; that the conditions of the Offer may not be satisfied or waived by the Offeror at the expiry of the Offer period; fluctuations in market prices for the publicly traded securities of Apivio; the Common Shares will be available for purchase, through the facilities of the TSXV, at prices not materially higher than those that have prevailed since the announcement of the Offer and are otherwise acceptable to the Offeror; the ability to obtain regulatory approvals and meet other closing conditions to any possible transaction, including any necessary Shareholder approvals; potential adverse reactions or changes to business relationships resulting from the announcement; pendency or completion of the Offer transaction or any subsequent transaction; competitive responses to the announcement or completion of the Offer; uncertainties as to the impact of the completion of the Offer or any alternative or subsequent transaction on Nuri's earnings or cash flows; unexpected costs, liabilities, charges or expenses resulting from the proposed transaction; litigation relating to the proposed transaction; any changes in general economic and/or industry-specific conditions.
The forward-looking statements in this news release are made as of the date hereof and, except as required by applicable securities laws, Nuri and the Offeror disclaim any intention or obligation to publically update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Nuri Telecom Company Limited
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For further information: If you have any questions regarding the Offer or require assistance with tendering your Common Shares, please call the Information Agent and Depositary for the Offer, Laurel Hill Advisory Group, toll free in North America at 1-877-452-7184 (+1-416-304-0211 outside North America), or by email at email@example.com.