TSX VENTURE SYMBOL: HOP
TORONTO, July 24 /CNW/ - On July 23rd, Telehop Communications Inc.
("Telehop") (TSXV-HOP) entered into a binding offer letter (the "Offer") with
Globalive Communications Corp. ("Globalive") in respect of Globalive acquiring
100% of Telehop's outstanding shares, subject to the terms and conditions of
an Amalgamation Agreement to be completed in the next 45 days.
The aggregate offer price will be up to Cdn. $10,690,800 for 100% of the
equity interests of Telehop, representing a price per share of up to CAD $0.80
based on 13,363,500 shares outstanding. According to the Offer, Globalive may
reduce the offer price on a dollar for dollar basis should working capital at
the closing of the transaction, net of estimated transaction, transition and
integration costs, aggregate to less than $500,000. The Offer imposes a number
of other conditions upon the Company typical in an offer of this type,
including but not limited to completion of due diligence to the satisfaction
of the Globalive and the approval of their bankers at their sole discretion,
minimum take up of 66 2/3% of outstanding shares, all necessary regulatory
approvals being obtained, shareholders' approval, no material adverse effect,
unanimous Board of Directors' recommendation, a customary break fee following
the signing of the Amalgamation Agreement, fiduciary review clause, amongst
The Offer provides the Board with a fiduciary out should a superior bid
emerge and also provides Globalive with the right to match any superior bid,
in addition to other customary provisions for an agreement of this type.
Telehop's management have indicated to its Board of Directors that
projected working capital at the projected closing date (adjusted for
tax-adjusted estimated transaction, transition and integration costs) to be in
the range of $500,000. Management's estimates have been made based upon their
application of judgment and understanding of the terms of the Offer, which may
in hindsight be found to be in error. Investors are cautioned about the risks
associated with relying upon management's estimates at this time.
Max Sherman, Chairman of Telehop's Board, said, "Over the last year, the
Board of Directors have instituted a Strategic Review process to examine the
various means to maximize shareholder value. Based on our work, we believe
that we have identified the best outcome for Telehop and its shareholders. We
as a Board of Directors are unanimously endorsing the Globalive Offer, and we
will continue to work with Globalive in the coming weeks to complete the
Amalgamation Agreement as quickly as possible. Thank you for your support."
Anthony Lacavera, Chairman and Chief Executive Officer of Globalive
Communications Corp., said, "Telehop is a good company and we look forward to
the asset joining the Globalive family. Hersh Spiegelman is one of the
pioneers of 10-10-xxx services in Canada and we wish to thank him for his
contribution to the industry."
Telehop's Board and its advisors will continue to work with Globalive in
the coming weeks to complete the Amalgamation Agreement, following which the
Board will seek shareholder approval of the final transaction. The Board
expect that the transaction will close in October 2008.
There is a significant risk to completing any transaction of this nature
or completing on the terms set out in this release, shareholders are cautioned
and advised to seek the appropriate investment advice relevant to their
circumstances and level of sophistication.
Certain information set forth in this press release contains
"forward-looking statements", and "forward-looking information under
applicable securities laws. Except for statements of historical fact, certain
information contained herein constitutes forward-looking statements which
include management's assessment of Telehop's future plans and operations and
are based on Telehop's current internal expectations, estimates, projections,
assumptions and beliefs, which may prove to be incorrect. Some of the
forward-looking statements may be identified by words such as "expects"
"anticipates", "believes", "projects", "plans", and similar expressions. These
statements are not guarantees of future performance and undue reliance should
not be placed on them. Such forward-looking statements necessarily involve
known and unknown risks and uncertainties, which may cause Telehop's actual
performance and financial results in future periods to differ materially from
any projections of future performance or results expressed or implied by such
forward-looking statements. These risks and uncertainties include, but are not
limited to: liabilities inherent in the Long Distance Communications Business,
Telehop's inability to attract and retain key personal, competition for, among
other things, customers, capital, changes in the regulations in respect to the
use of Telecommunications; various events which could disrupt operations and
management's ability to anticipate and manage the foregoing factors and risks.
There can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially from
those anticipated in such statements. Telehop undertakes no obligation to
update forward-looking statements if circumstances or management's estimates
or opinions should change except as required by applicable securities laws.
The reader is cautioned not to place undue reliance on forward-looking
For further information:
For further information: Gary Clifford, (416) 418-9802, Penfold Capital