VANCOUVER, Feb. 17, 2012 /CNW/ - Monexa Technologies Corp. (TSXV: MXA) ("Monexa" or the "Public Company") announces that it has agreed to sell its wholly-owned subsidiary, Monexa Services Inc. (the "Subsidiary"), which carries on the business of providing on-demand billing solutions, to 0933003 B.C. Ltd. (the "Purchaser"), a private company that will be owned by Ansera Capital II Limited Partnership and Ansera Capital II L.P. (together, the "Ansera Group"), Pender Growth Fund (VCC) Inc. ("Pender Growth") and certain of the directors and officers of the Public Company. Upon the completion of the proposed transaction, the Public Company will seek a new business that has the potential to attract greater support from the public market.
Overview of Transaction
The Public Company and the Purchaser entered into a share purchase agreement dated February 17, 2012, pursuant to which the Public Company agreed to sell to the Purchaser all of the issued common shares of the Subsidiary (the "Transaction"), in consideration for the payment of $3,639,427 in cash and the assumption by the Purchaser of a loan in the amount of $500,000 made by Pender Growth to the Public Company, for a total purchase price of $4,139,427. The Transaction constitutes a sale of all or substantially all of the Public Company's undertaking.
The Public Company has agreed that it will repay, on the closing of the Transaction, all of the working capital loans made by the Ansera Group to the Public Company, plus accrued interest, for an aggregate of about $1,136,100. In addition, the Public Company will repay $100,000 of the amount owing to Pender Growth, with the balance of $500,000, plus all accrued interest, to be assumed by the Purchaser on closing.
The completion of the Transaction will trigger redemption rights under the Public Company's outstanding 13,266,670 Series A Preferred Shares. If the holders of all of the Preferred Shares elect to redeem their shares, the Public Company will pay out approximately $1,989,318 to redeem the outstanding Preferred Shares, plus pay all accrued dividends.
It is expected that the Public Company will have at least $75,000 in working capital following the closing. The Public Company will use this working capital to fund its expenses as a publicly-listed shell company and to fund the costs associated with seeking a new business.
As various directors, officers and significant shareholders of the Public Company are involved in the Transaction through their holdings in Pender Growth, the Ansera Group, and ownership of Preferred Shares and, as well, such persons will be issued shares of the Purchaser immediately following completion of the Transaction, the Transaction is a Non-Arm's Length Transaction under TSX Venture Exchange policies, and will be treated as a "related party transaction" under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, of the Canadian Securities Administrators.
The Board of Directors established a Special Committee to review and evaluate the proposed Transaction from the point of view of the best interests of the Public Company and its shareholders, to oversee negotiations with the Ansera Group, to consider and evaluate any alternatives from third parties which might enhance shareholder value, and consider the protection of the rights of the minority shareholders.
The Special Committee engaged Evans & Evans, Inc. of Vancouver, B.C., an independent financial advisor, to provide the Special Committee with an opinion as to the fairness of the consideration offered for the shares of the Subsidiary to the Public Company from a financial point of view. Evans & Evans was also engaged to provide the Special Committee with an independent opinion as to the fair market value of the Public Company. The fairness opinion provides that the terms of the Transaction are fair, from a financial point of view, to the shareholders of the Public Company, based upon and subject to the analyses, qualifications, limitations and assumptions set forth therein.
Conditions to closing
The completion of the Transaction is subject to the completion of a number of conditions including receipt of the approval of the Exchange and approval of the holders of common shares of the Public Company at an annual and special general meeting of the shareholders which will be held on March 30, 2012. Shareholders will be asked to consider and pass the following resolutions:
- a special resolution to be approved by at least 66⅔% of the votes cast by shareholders present in person or represented by proxy; and
- a separate ordinary resolution to be approved by a simple majority of the votes cast by shareholders present in person or represented by proxy, excluding the votes attached to common shares that are beneficially owned, controlled or directed, directly or indirectly, by interested parties in the Transaction.
Detailed information about the Transaction will be contained in the management Information Circular to be mailed to the Shareholders on or about March 2nd, 2012 in respect of the Meeting. The Public Company anticipates that, subject to receipt of all required approvals, the Transaction will close on or about April 5, 2012.
Neither 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.
For further information:
Garth Albright, CFO
D 604-630-5657 / E [email protected]