MONTREAL, Sept. 25 /CNW Telbec/ - The Caisse de dépôt et placement du
Québec (the "Caisse") announces that it has purchased, through a private
placement (the "private placement"), 13,888,888 units ("units") of Pixman
Nomadic Media Inc. ("Pixman") at a price of CDN $0.18 per unit.
Each unit consists of one common share of Pixman (the "common shares")
and one-half of one common share purchase warrant (each whole such purchase
warrant, a "warrant").
Each warrant will confer to its bearer the right to acquire a common
share of Pixman at a price of CDN $0.30 per warrant, for a period of two years
following the issuance date of the units.
Through the private placement, the number of common shares of Pixman held
by the Caisse will be 13,888,888 or 18.92% of such shares outstanding at the
closing of the private placement. In addition, if the Caisse were to exercise
its privilege with respect to each warrant underlying, its holding would
represent a total of 20,833,333 common shares of Pixman, or 25.92% of such
shares outstanding, on a partially diluted basis.
Furthermore, the Caisse has also concluded an agreement with regard to an
additional subscription of $1,500,000 (the "additional private placement"),
according to which the Caisse will receive a number of units (the "additional
units") established according to the weighted average of Pixman's stock prices
for the 21 stock exchange days preceding the closing session of the
$1,500,000 placement (the "reference price") less the maximum discount allowed
by the TSX Venture Exchange rules. Each additional unit will consist of a
common share and half a purchase warrant. Each whole purchase warrant will
confer to its bearer the right to acquire a common share, on payment of an
exercise price equivalent to the reference price, and this, for a 24-month
period following the issue of the additional units. Notwithstanding the
aforementioned, it is agreed that the Caisse shall not, at any time before the
anniversary date of the closing of Pixnet Inc.'s ("Pixnet") acquisition by
Pixman, announced today, hold a number of shares greater than or equal to the
number of shares held directly or indirectly by shareholder Daniel Langlois.
The conclusion of the additional private placement is conditional to
various elements, the most important of which are the signature of a final
subscribers' agreement, the ratification of the Pixnet acquisition agreement
by Pixman's shareholders and the reaching of specific financial objectives by
November 15, 2009.
This transaction was made for investment purposes and the Caisse could
increase or decrease its investment in Pixman, subject to the previous,
depending on market conditions or any other relevant factor.
For further information:
For further information: Claire Fiset, Caisse de dépôt et placement du
Québec, (514) 847-2175