TORONTO, Oct. 16, 2013 /CNW/ - iMarketing Solutions Group Inc. (CNSX: IMR) (the "Company"), is pleased to announce that it has entered into a transaction with a third party for the purpose of acquiring the majority of the Company's assets. The transaction is intended to see the business and operations of the Company continue. The Company intends to seek approval of the transaction from the Ontario Superior Court of Justice (Commercial List) ("Ontario Court") by late October 2013 and the United States Bankruptcy Court for the District of Delaware (the "US Court") shortly thereafter. The agreement is a result of the Company carrying out its sale and investment process approved by the Ontario Court on May 7, 2013.
The Company is a North American integrated marketing services provider of direct marketing solutions for not-for-profit organizations, political organizations and professional associations.
On April 12, 2013, the Company was granted protection by the Ontario Court under the Companies' Creditors Arrangement Act (Canada) and Duff & Phelps Canada Restructuring Inc. was appointed monitor (the "Monitor"). On the same day, the US Court made an interim Order recognizing the CCAA proceedings in the United States and granting the Company certain protections as contemplated by chapter 15 of title 11 of the United States Code.
The principal purpose of the restructuring proceedings was to create a stabilized environment in order to carry out a process to solicit investors, strategic partners, plan sponsors or purchasers for the Company's business and assets to preserve its going-concern value and to execute a restructuring plan that was in the best interests of its customers, creditors, employees and other stakeholders.
On May 7, 2013, the Court made an Order extending the stay of proceedings to August 2, 2013 and approving a sale and investment process to be carried out by Illumina Partners Inc., as the Company's Chief Restructuring Officer, under the supervision of, and with the assistance of, the Monitor.
On May 13, 2013, the Ontario Securities Commission, iMSG's principal securities regulator, issued a general cease trade order due to the Company's failure to file its audited annual financial statements and related management discussion and analysis, as well as related certifications by the Chief Executive Officer and the Chief Financial Officer with respect to the Reporting Issuer's annual filings required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings for the period ended December 31, 2012 due April 30, 2013. This general cease trade order remains in effect.
The stay in the CCAA proceedings presently expires on October 25, 2013. The Company intends to seek a further extension of the stay of proceedings.
This news release includes certain forward-looking information that is based upon current expectations, which involve, among other things, risks and uncertainties associated with the Company's business and the restructuring process. Forward-looking information in this news release includes, among others, statements with respect to the timing and continuance of CCAA protection, the restructuring process and potential opportunities for the restructured business. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking information, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "will", "may", "should", "could", and similar expressions to the extent they relate to the Company or its management. The forward looking information is not historical fact, but reflects the Company's current expectations regarding future results or events. Forward-looking information is subject to a number of risks, uncertainties and assumptions that may cause the Company's actual results to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, the Company's revenue streams being consistent with historical patterns, adjusted to reflect the Company's recent cost-cutting initiatives and changes to its strategic direction; customers continue to pay the Company pursuant to contract terms for ongoing project work performed by the Company, credit and market risks, the uncertainty involved in court proceedings; changes to licensing and regulations affecting the Company's activities; uncertainties relating to the availability and costs of financing needed in the future; the ongoing operation of the Company's business and other factors, including without limitation, those listed in the Company's MD&A for the three months and nine months ended September 30, 2012 under the heading "Risks and Uncertainties".
The CNSX does not accept responsibility for the adequacy or accuracy of this release.
SOURCE: iMarketing Solutions Group Inc.
For further information:
Materials filed in the CCAA and Chapter 15 proceedings can be found on the Monitor's website at: www.duffandphelps.com/restructuringcases.aspx.
Chief Restructuring Officer
416 633 4646 ext. 270