CALGARY, June 28, 2013 /CNW/ - Galvanic Applied Sciences Inc. ("Galvanic") (TSXV:GAV) announces that 1756349 Alberta Ltd. (the "Offeror") has commenced a formal take-over bid (the "Offer") to acquire all of the outstanding common shares of Galvanic at a price of $1.70 per share. The Offer represents a premium of 6.3% to the market close price of $1.60 on June 24, 2013, the last trading day on which the common shares traded on the TSX Venture Stock Exchange ("TSXV") prior to the announcement by the Offeror of its intention to make the Offer, and a premium of 10.4% to the volume weighted average trading price of $1.54 per share over the 20 trading days on which the common shares traded on the TSXV prior to the announcement by the Offeror of its intention to make the Offer.
While Galvanic has not entered into any agreement in respect of the Offer, Galvanic has been advised by the Offeror that holders of approximately 67% of the common shares of Galvanic (on a fully diluted basis) have entered in to lock-up agreements in support of the Offer.
Pursuant to the Offer, Galvanic shareholders will be entitled to receive $1.70 in cash for each Galvanic common share they own. The Offer is subject to a number of conditions, including certain restrictions on Galvanic's business, a requirement that Galvanic continue to hold cash and cash equivalents of not less than $9,000,000, which amount shall be comprised of not less than $8,000,000 in cash, with the balance in cash equivalents and that a minimum of 66 2/3% of the outstanding Galvanic common shares are tendered to the Offer.
The Offer is open for acceptance until 4:00 p.m. (Calgary time) on August 6, 2013, unless the Offer is extended or withdrawn.
The Board of Directors of Galvanic is considering the Offer and has appointed a special committee to review the terms of the Offer. The Board of Directors will determine whether to recommend acceptance or rejection of the Offer, or determine not to make a recommendation, in a directors' circular, which will be mailed to shareholders on or prior to July 12, 2013. The special committee of the Board of Directors has engaged MNP LLP as financial advisors to assist in their consideration of the Offer and to prepare a fairness opinion in respect of the consideration offered to Gavanic shareholders.
The formal offer to purchase and take-over bid circular as well as the related letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering Galvanic shares are in the process of being mailed to Galvanic shareholders. These documents were filed today with the applicable securities regulators and are available on SEDAR at www.sedar.com under Galvanic's profile.
The depositary for the Offer is Computershare Trust Company of Canada ("Depositary"). Questions and requests for assistance or requests for additional copies of the Offer Documents, may be directed to the Depositary at 1-800-564-6253 ([email protected]).
About Galvanic Resources Ltd.
Galvanic Applied Sciences Inc. is an innovative electronic technology company that develops instrumentation and manufactures equipment for the natural gas processing and distribution markets and liquids process markets. Products include analyzers for sulfur and BTU measurement in gases, electronic volume correctors and recorders used in combination with commercial natural gas meters, and tytrators, viscometers, suspended solids and turbidity analyzers for on-line liquid analysis.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The news release may contain forward-looking information. Actual future results may differ materially from those contemplated.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this news release contains forward-looking information under the provisions of Canadian securities laws. Forward-looking information is information is not historical fact and generally, but not always, are identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "projects", "potential", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur" or "be achieved" or the negative connotation. Such information includes, without limitation, statements regarding expectations as to the minimum bid condition being met and the expiry time of the bid. This forward-looking information is subject to numerous risks, uncertainties and assumptions, certain of which are beyond the control of Galvanic and/or the Offeror, including risks relating to acquisitions, including, without limitation, conditions to the Offer not being satisfied. Other risks include the impact of general economic conditions; industry conditions; currency fluctuations; governmental regulation; competition from other industry participants; the lack of availability of qualified personnel or management; stock market volatility; the ability of the Offeror to complete or successfully integrate an announced the acquisition proposal; unexpected costs or unexpected liabilities related to the acquisition. Readers are cautioned that the material assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise. Actual results, performance or achievement could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Galvanic and/or the Offeror will derive therefrom. Galvanic disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise except as required by applicable securities laws.
SOURCE: Galvanic Applied Sciences Inc.
For further information: