BURNABY, BC, Jan. 24, 2017 /CNW/ - IWG Technologies Inc. ("IWG" or the "Company") is pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") contemplated by the arrangement agreement dated November 25, 2016 (the "Arrangement Agreement") among IWG, 1096777 B.C. Ltd. (the "Purchaser") and WM Capital Management, Inc. ("WM"), as guarantor, pursuant to which the Purchaser has acquired all of the issued and outstanding shares of IWG (the "Shares") for $0.43 in cash per Share. In addition, each of the unexercised IWG stock options (the "Options") have been exchanged for $0.43 in cash less the exercise price of such Options. IWG is now a wholly-owned subsidiary of the Purchaser.
The Arrangement was approved at a special meeting of IWG shareholders held on January 12, 2017 by approximately 82.0% of the votes cast by IWG shareholders present in person or by proxy at the meeting (81.7% after excluding the votes cast by those persons whose votes must be excluded in determining minority approval for the Arrangement pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions). A final order approving the Arrangement was obtained from the Supreme Court of British Columbia on January 17, 2017.
As a result, the Shares will be delisted from the TSX Venture Exchange and the Purchaser will apply to the relevant securities commissions for IWG to cease to be a reporting issuer under Canadian securities laws.
Full details of the Arrangement and certain other matters are set out in the management information circular of IWG dated December 15, 2016 (the "Circular"). A copy of the Circular is available under IWG's profile on SEDAR at www.sedar.com.
About the Purchaser
The Purchaser was incorporated by WM and BASE Equity Partners, L.P. ("BASE") for the sole purpose of entering into the Arrangement and Arrangement Agreement with IWG, and thereby acquiring all of the outstanding Shares. BASE is a New York based private investment firm that partners with management to support growth in small to medium sized companies.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for statements of historical fact relating to IWG, certain information contained herein constitutes "forward-looking statements" as such term is used in applicable Canadian securities laws. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "considers", "intends", "targets", or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could" in particular and statements related to delisting of the Shares and IWG ceasing to be a reporting issuer. IWG provides forward-looking statements for the purpose of conveying information about its current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved.
Other than as specifically required by law, IWG undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, results or otherwise.
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 OR ACCURACY OF THIS RELEASE.
SOURCE IWG Technologies Inc.
For further information: IWG Technologies, Inc., Unit One - 3771 North Fraser Way, Burnaby, BC V5J 5G5 Canada, Tel: (604) 255-5555, Fax: (604) 255-5685, www.iwgtech.com