TORONTO, July 9 /CNW/ - Attwell Capital Inc. (TSXV: AT.H) ("Attwell" or the "Company"). Further to the Company's news release dated June 18, 2010, Attwell and 0880650 B.C. Ltd., a private Canadian company (the "Offeror"), are pleased to announce that they have mailed the offer and take-over bid circular (collectively, the "Offer Documents") and the directors' circular (the "Directors' Circular") commencing the Offeror's friendly offer (the "Offer") to acquire not less than 12,000,000 and not more than 16,800,000 common shares of the Company ("Common Shares"), representing 67% and 94%, respectively, of the outstanding Common Shares, at a price of $0.03 per Common Share, payable in cash.
The Common Shares currently trade on the NEX board of the TSX Venture Exchange ("NEX"). The Offer price of $0.03 per Common Share represents a premium of 36% over the average closing price on the NEX of the Common Shares for the last 10 trading days prior to the public announcement of the Offeror's intention to make the Offer.
The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on August 16, 2010, unless extended or withdrawn.
Certain shareholders of Attwell, including the senior officers and Board of Directors of Attwell, holding over 11,000,000 Common Shares have entered into lock-up agreements with the Offeror pursuant to which they have agreed to tender their Common Shares to the Offer. The Board of Directors of Attwell has unanimously determined that the Offer is fair to all shareholders and that the Offer is in the best interests of the Company and Attwell shareholders and unanimously recommends that shareholders accept the Offer and deposit their Common Shares to the Offer.
The obligation of the Offeror to complete the Offer is subject to several conditions, including: at least 12,000,000 Common Shares being deposited under the Offer; Attwell having at least 150 public shareholders holding at least one board lot following completion of the Offer; receipt of applicable regulatory approvals and satisfaction or waiver of other customary conditions.
The full details of the Offer are contained in the Offer Documents and the Directors' Circular. Attwell shareholders are urged to carefully read the Offer Documents and Directors' Circular, which contain important information about the Offer. Attwell shareholders may obtain a copy of the Offer Documents and Directors' Circular under Attwell's profile at www.sedar.com.
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 of this release.
SOURCE ATTWELL CAPITAL INC.
For further information: For further information: Avi Grewal, President and Chief Executive Officer, Attwell Capital Inc., (416) 213-8118 ext. 210, firstname.lastname@example.org; Gunther Roehlig, 0880650 B.C. Ltd., (604) 683-0911, email@example.com