/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
TORONTO, March 26, 2013 /CNW/ - Look Communications Inc. ("Look") (NEX:
LOK.H and LOK.K) announced today it has entered into a securities
purchase agreement (the "Purchase Agreement") pursuant to which Look
has agreed to acquire all of the outstanding shares of Sunwave Gas &
Power Inc. ("Sunwave"), a privately-held provider of innovative energy
commodity products and services based in Toronto, for aggregate
consideration of $1 million. It is anticipated that consideration for
the transaction will be satisfied through the issuance of 3,382,974
multiple voting shares and 3,759,883 subordinate voting shares in the
capital of Look, each valued at $0.14 per share (the "Acquisition").
Concurrently with the execution of the Purchase Agreement, Look has
entered into subscription agreements (the "Subscription Agreements")
with a group of sophisticated arm's length investors pursuant to which
the investors will subscribe, on a private placement basis, for an
aggregate of 30,446,767 multiple voting shares and 33,838,947
subordinate voting shares in the capital of Look at a price of $0.14
per share for aggregate subscription proceeds of $9,000,000 (the
"Private Placement" and, together with the Acquisition, the
"Transactions"). The multiple voting shares and subordinate voting
shares intended to be issued pursuant to the Transactions will be
issued in the same proportion as the number of multiple and subordinate
voting shares currently outstanding, and all such shares will be
subject to a hold period expiring four months and one day after closing
of the Transactions. The shares issued as consideration for the
Acquisition may be subject to escrow in accordance with the policies of
the TSX Venture Exchange (the "Exchange").
"This transaction is the culmination of a process of assessing all
available options for maximizing value for shareholders that has been
ongoing since the current board took office in July of 2010", said
Lawrence Silber, an independent director of Look. "With approximately
$26.5 million in cash and a board and management team with significant
experience and expertise in the industry, the board believes that the
combined company will be well-positioned for growth and that this
transaction represents the best available opportunity to maximize
returns for Look's shareholders over the long term" continued Mr.
"Sunwave is excited to be joining forces with Look, creating a platform
on which to build Sunwave's growing retail energy business for the
benefit of both existing and new Look shareholders" said Rob Weir,
President of Sunwave.
Look has not carried on an active business since the sale of its
wireless spectrum business in 2009. Accordingly, on November 11, 2011,
Look's shares were transferred to the NEX board of the Exchange. The
Acquisition constitutes a "change of business" within the meaning of
the policies of the Exchange and, accordingly, Look has applied to the
Exchange for reactivation and graduation to the Exchange as an
Industrial issuer upon completion of the Transactions. The proceeds of
the Private Placement will be used to fund the working capital
requirements of Sunwave, for organic and inorganic growth
opportunities, and for general corporate purposes.
Contemporaneously with the completion of the Transactions, Mark J.
Lewis, Chief Executive Officer of OZZ Clean Energy Inc. ("OZZ"), the
parent company of Sunwave, will be appointed Chief Executive Officer of
Look, and Robert Weir, President of Sunwave, will be appointed Chief
Operating Office of Look. In addition, Stanley H. Hartt and Stephen
J.J. Letwin will be appointed to the Look board as independent
directors and two of Look's existing independent directors will
continue as directors. Biographies for Messrs. Lewis, Weir, Hartt and
Letwin are provided below. It is anticipated that C. Fraser Elliot,
Look's Chief Financial Officer, will continue in his role following
completion of the Transaction.
Each of the Acquisition and the Private Placement is conditional upon
the completion of the other. Completion of the Transactions is subject
to a number of conditions, including Exchange acceptance, the approval
of Look's shareholders in accordance with the policies of the Exchange
and other customary conditions. The transaction is also conditional
upon Look's shareholders either approving Look's existing dual class
share structure or voting to collapse the dual class share structure
into a single class of common shares, in each case in accordance with
applicable laws and the rules of the Exchange. If Look's shareholders
vote to collapse the dual class share structure, Look will issue a
number of common shares pursuant to the Acquisition and the Private
Placement that is economically equivalent to the number of multiple and
subordinate voting shares described above. Subject to the satisfaction
or waiver (where permitted) of all applicable conditions, it is
anticipated that the closing of the Transactions will occur late in or
about June, 2013. Look intends to seek an exemption from the
Exchange's sponsorship requirements in connection with the
Acquisition. If the Exchange does not grant an exemption, completion
of the Transactions will also be conditional upon Look obtaining a
sponsorship report from a qualified brokerage firm satisfactory to the
All of the terms and conditions of the Transactions are set forth in the
Purchase Agreement and the Subscription Agreements, copies of which
will be available under Look's profile at www.sedar.com. Additional information regarding the Transactions and the businesses
of Look and Sunwave, will be included in an information circular to be
prepared by Look in accordance with the policies of the Exchange and
applicable securities laws, a copy of which will also be available
under Look's profile at www.sedar.com.
Prior to the execution of the Purchase Agreement and the Subscription
Agreements, Look terminated the support agreement entered into with
Messrs. Robert Ulicki and Jeff Gavarkovs dated December 18, 2012.
Look's board of directors determined that the Transactions constitute a
"superior proposal" (as defined in the support agreement) and,
accordingly, has paid the termination payment of $225,000 to Messrs
Ulicki and Gavarkovs.
Look continues to vigorously pursue recovery of the approximately $20
million of sale awards paid in 2009 pursuant to the statement of claim
issued by Look in July, 2011 and CBCA motion materials filed in August,
Mark J. Lewis
Mark Lewis brings more than 20 years of executive leadership and
management experience in the energy industry in both operating and
investing roles. Mr. Lewis currently serves as the President and CEO of
OZZ, a leading energy services provider based in Toronto. Prior to
joining OZZ, Mr. Lewis was a Partner and Managing Director with
MissionPoint Capital Partners, a private investment firm investing in
the transition to a lower carbon economy. Mr. Lewis co‐led the firm's
overall investment strategy and was a member of the investment
committee. Previously, he was with General Electric Company ("GE") in a
number of roles in Europe and North America, including leading the
global business development activities of GE's largest industrial
business, GE Energy. Mr. Lewis began his career with Credit Suisse in
its energy and mergers and acquisitions advisory businesses. Mr. Lewis
holds an MBA from the Kellogg School of Management at Northwestern
University and a B.A. (Hons. with distinction) from the University of
Western Ontario. Mr. Lewis also serves on the boards of Trilliant Inc.,
a global smart grid solutions provider, and UpWind Solutions Inc., the
largest independent provider of operations and maintenance services to
the North American wind power industry.
Mr. Weir has more than 20 years of international and domestic business
development and executive management experience in the energy sector.
Mr. Weir is currently the President of Sunwave and is responsible for
all operations of the business. Prior to joining Sunwave, Mr. Weir was
President of Zoom Energy, a private energy advisory and consulting
company. His previous experience includes large scale cogeneration
development in Australia and Canada. He led the launch of Constellation
New Energy's electric retail business in Ontario. Subsequently he moved
on to manage Constellation New Energy's commodity retail businesses in
New York and New Jersey, based out of New York City.
Stanley H. Hartt, O.C., Q.C.
Stanley H. Hartt is Counsel at Norton Rose Canada LLP and has decades of
leadership experience in business, law and public policy. Immediately
prior to joining Norton Rose in 2013, Mr. Hartt was chairman of
Macquarie Capital Markets Canada Ltd. Called to the Quebec Bar in 1965,
he worked for Stikeman Elliott for 20 years and from 1985 to 1988, was
Deputy Minister of the Department of Finance, Canada. From 1989 to
1990, Mr. Hartt was Chief of Staff in the Office of Prime Minister
Brian Mulroney and from 1990 to 1996 he was Chairman, President and CEO
of Campeau Corporation. In 1996, Mr. Hartt became Chairman of Salomon
Brothers Canada Inc., later renamed Citigroup Global Markets Canada
Inc., until 2008. He continued his public service as Chair of the
Advisory Committee on Financing, established by the Minister of Finance
during the Global Financial Crisis. He was also a member of the
Canadian Task Force on Social Finance which reported in December 2010.
Mr. Hartt has a great deal of U.S. cross‐border and international
experience and participated actively in negotiating the Canada‐U.S.
Free Trade Agreement.
Stephen J. J. Letwin
One of Canada's premier business leaders, Steve Letwin is President and
Chief Executive Officer of IAMGOLD Corporation, a multi-billion dollar
senior gold producer listed on the Toronto Stock Exchange. Specializing
in corporate finance, operational management, and merger and
acquisitions, Mr. Letwin brings over 30 years of experience from the
highly competitive resource sector. Mr. Letwin was previously with
Enbridge Inc. in Houston, Texas, as Executive Vice President, Gas
Transportation & International. He was responsible for natural gas
operations including overall responsibility for Enbridge Energy
Partners as Managing Director. In 1999, Mr. Letwin joined Enbridge as
President and COO, Energy Services, based in Toronto, Canada. Before
Enbridge, he was President & CEO of TransCanada Energy and CFO,
TransCanada Pipelines, Numac (Westcoast Energy) and Encor Energy. Mr.
Letwin holds an MBA from the University of Windsor, is a Certified
General Accountant, a graduate of McMaster University (B.Sc., Honours),
and a graduate of the Harvard Advanced Management Program.
About Sunwave Gas & Power Inc.
Sunwave is a private provider of innovative energy commodity products
and services based in Toronto, Ontario. Founded in 2011, Sunwave is a
licenced retailer of energy commodity products to the residential and
commercial customer segments in the Ontario market. Sunwave offers
consumers the choice to purchase their natural gas and electricity at
fixed or variable rates for terms of 1 to 5 years. Sunwave currently
serves or will serve, based on executed customer contracts, 425
customer accounts represented by 25 large commercial customers and 377
residential accounts. This represents approximately 2,800 residential
customer equivalents (a standard industry measure of the annual
consumption of an average residential customer, which equates to 10,000
kWh/yr for electricity and 2,815 m3 for natural gas). Sunwave is
licensed by the Ontario Energy Board for both natural gas and
electricity sales through to 2017. Sunwave is incorporated under the Canada Business Corporations Act.
Sunwave's first full year of operations was in 2012, during which
Sunwave generated gross revenue of approximately $330,000 from the sale
of natural gas deliveries in Ontario, resulting in gross margin of
approximately $81,000. During 2012, Sunwave incurred a net loss of
approximately $1,998,000, primarily resulting from expenses associated
with investment in Sunwave's back office systems and sales processes.
The foregoing summary financial information is derived from Sunwave's
unaudited financial statements for the fiscal year ended December 31,
Sunwave is a wholly-owned subsidiary of OZZ, a corporation incorporated
under the laws of Canada. OZZ is indirectly controlled by Steve Muzzo,
a businessman resident in the Province of Ontario. Sunwave's website
may be found at www.sunwavegas.com.
About Look Communications Inc.
Look's shares are currently listed on the NEX under the symbols "LOK.H"
for Multiple Voting Shares and "LOK.K" for Subordinate Voting Shares.
Look's website may be found at www.grouplook.ca.
Completion of the Transactions is subject to a number of conditions,
including Exchange acceptance and disinterested shareholder approval.
The Transactions cannot close until the required shareholder approval
is obtained. There can be no assurance that the Transactions will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the information
circular to be prepared in connection with the Transactions, any
information released or received with respect to the Transactions may
not be accurate or complete and should not be relied upon. Trading in
the securities of Look should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed
Transactions and has neither approved nor disapproved the contents of
this news release.
The information contained in this release includes forward-looking
statements regarding future events and the future performance of Look
and Sunwave, including the completion of the Transactions, that involve
risks and uncertainties, including the ability of Look and Sunwave to
obtain Exchange approval and shareholder approval, that could cause
actual events or results to differ materially. Assumptions used in the
preparation of such information, although considered reasonable by Look
and Sunwave at the time of preparation, may prove to be incorrect. The
actual events or results achieved may vary from the information
provided herein and the variations may be material. Consequently, there
is no representation by Look or Sunwave that actual events or results
achieved will be the same in whole or in part as those forecast.
Neither the NEX nor its Regulation Services Provider (as that term is
defined in the policies of the NEX) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: Look Communications Inc.