McVicar secures $1.4 million bridge financing from related party
Trading Symbol: MCV
TORONTO, April 5, 2012 /CNW/ - McVicar Industries Inc. ("McVicar" symbol - MCV) announces that 7,517,356 common shares of Jite Technologies Inc. ("JTI") have been tendered to McVicar's February 28, 2012 offer to acquire all of the outstanding common shares of JTI it did not already own (the "Offer") which expired at 5:00 pm., Toronto time, yesterday. The number of shares tendered represents 85.54% of the 8,788,363 JTI shares which were subject to the Offer which is less than the minimum tender stipulated in paragraph 1 of Section 4 - Conditions of the Offer. However, McVicar has determined to waive such condition and to take up and pay for all of the shares tendered thereby increasing its holdings of JTI shares from 11,285,250 (56.2%) to 18,802,606 (93.67%). Payment for the shares taken up will be made by Tuesday, April 10th, 2012.
As part of the transaction the holders of all of the 1,186,000 outstanding options to purchase JTI shares, of all whom are directors, officer or employees of JTI, have surrendered their options for cancellation in consideration of a payment to them of $123,000, or $0.15 for each of the 820,000 'in-the-money' options having an exercise price of $0.45. This consideration represents the difference between the $0.60 Offer price and the exercise price. The 366,000 'out-of-the-money' options having an exercise price of $1.80 per share were cancelled without consideration.
McVicar will now evaluate the structure of a Subsequent Acquisition Transaction as described in Section 13 - 'Acquisition of Common Shares Not Deposited ' of the Circular attached to the Offer and will take steps to convene a special meeting of shareholders of JTI for such purpose.
For cash management purposes and to avoid the administrative, tax and foreign exchange costs which may arise from an immediate disposition of its marketable securities, McVicar has secured a bridge financing facility from Dr. Gang Chai, the Chief Executive Officer of McVicar, and an associate of Dr. Chai, for a principal amount of up to CAD $1.4 million with interest at the prime rate of interest charged from time to time by the Bank of Montreal in Toronto on Canadian dollar loans to is most creditworthy customers plus one percent (1%) payable monthly in arrears on the balance outstanding from time to time. If the loan is not repaid by June 29, 2012, additional interest at the rate of 2% per month, calculated daily will be payable. The bridge financing facility is secured by a promissory note having a principal amount of CAD $1.4 million and maturing on June 29, 2012. This term will provide ample time for McVicar to repay the loan in an orderly manner and consequently will have no effect in the transition of McVicar business and affairs.
No securities of McVicar will be issued to the Lender and accordingly, the transaction will have no effect on the percentage of McVicar securities owned or controlled by the Lender. The bridge financing facility was considered and approved by the board of directors of McVicar at a meeting held earlier today at which Dr. Chai declared his interest in the transaction and abstained from voting. All of the three remaining directors, who are independent of McVicar within the meaning of applicable securities laws and the policies of the TSX Venture Exchange, approved the transaction. As the bridge financing facility involves only a loan to McVicar without any equity or voting component and is upon reasonable commercial terms which are no less advantageous to McVicar than would be available from independent sources and involves a value which is considerably less than 25% of the market capitalization of McVicar, the bridge financing facility is exempt from the Minority approval and formal valuation requirements of Multilateral Instrument 61-101 - 'Protection of Minority Security Holders in Special Transaction' of the Canadian Securities Administrators.
McVicar Industries Inc., headquartered in Toronto, Canada, is focused on investments and acquisitions of businesses in China. At present, McVicar has operations in both electronic components and specialty chemicals in four operations in China.
Jite designs and manufactures electronic and electrical connection devices for security, industrial control, automation, telecommunication, and power supply industries. JITE is head quartered in Toronto, Canada and carries out research and manufacturing operations in Shenzhen China at its ISO 9001 certified facility. For more information, visit JITE at www.jite.com.
This press release contains forward-looking statements which reflect the Corporation's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize.
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.
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