/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, April 20, 2012 /CNW/ - CVC Cayman Ventures Corp. ("Cayman" or the "Company") and Nyce Networks Inc. ("Nyce") announce that they have entered into a letter agreement dated April 16, 2012 (the "Agreement") with respect to a proposed reverse takeover (the "Transaction") of Cayman by Nyce. The Transaction is expected to be structured as an amalgamation of Cayman and Nyce pursuant to a statutory plan of arrangement, with the resulting issuer to be named "Nyce Networks Inc." ("Amalco"). The Transaction will constitute a "reverse takeover" and a "change of business" as contemplated by the policies of the TSX Venture Exchange (the "Exchange"), and this news release has been prepared to fulfill certain disclosure requirements contained within those policies.
Cayman and Nyce shareholder meetings are expected to be held at the end of August 2012 to approve the Transaction with closing of the Transaction anticipated around the end of September 2012.
For further information, see the April 17, 2012 press release on Nyce Networks website (www.nycenetworks.com)
Business of Nyce
Nyce has developed and launched an in-home, cost-effective networking system using industry-leading plastic optical fiber ("POF") technology. Nyce designs and manufactures its products in Canada and engages Asian contract manufacturers for high-volume production. A large market opportunity for in-home networks has been created by the frequent failures of wireless and copper-cable based systems when it comes to high quality of service ("QoS") offerings like HD-IPTV. Nyce's products have demonstrated zero failure installations at multiple telephone companies. Nyce's market is global and its initial key customers are large telephone companies, with future potential for sales to the commercial and consumer markets.
Certain statements in this news release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and actual results, performance or achievements or industry results, may be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "forecast", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to: market opportunities for Nyce; accelerated growth in demand for in-home, cost-effective networking system using POF; increases in sales of Nyce products; increasing market share for Nyce products; savings rates associated with Nyce products; forecasts relating to IPTV subscribers; and estimates with respect to the total annual addressable market for Nyce products. Actual events or results may differ materially.
Forward-looking information contained in this news release is based on certain key expectations and assumptions made by Cayman and Nyce, including, without limitation, expectations and assumptions respecting: stability of the economy; growth in the technology sectors; no material adverse changes to the Nyce business; growth in demand for the products and services of the Nyce business; and Nyce's ability to offer products from its businesses to a wider customer base. Although the forward-looking information contained in this news release is based upon what Cayman and Nyce's management believe to be reasonable assumptions, Cayman and Nyce cannot assure investors that actual results will be consistent with such information.
Forward-looking information reflects current expectations of Nyce's management regarding future events and operating performance as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward looking information including without limitation: potential undisclosed liabilities associated with the Transaction; failure to realize the benefits of the Transaction; decreased demand for products and services of the Nyce business; industry and economic related risk; political and social uncertainties; regulatory risk; and reliance on key personnel. Readers are cautioned that the foregoing list is not exhaustive.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects current beliefs and is based on information currently available to Cayman and Nyce. The forward-looking information is made as of the date of this news release and Cayman and Nyce assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
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 NEWS RELEASE.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. UNLESS REGISTERED OR EXEMPT THEREFROM.
For further information:
Nyce Networks Inc.
103 - 8525 Baxter Place
Burnaby, B.C., Canada, V5A 4V7