TORONTO, Feb. 20, 2013 /CNW/ - Plantro Ltd. ("Plantro") and its sole shareholder, Matthew Proud ("Proud"), together with Seastone Investments Limited ("Seastone"), the investment company of Proud's brother, Tyler Proud, provide an update on the take-over bid (the "Offer") made by 0955662 B.C. Ltd. (the "Offeror"), a wholly-owned subsidiary of Plantro, for all of the issued and outstanding common shares (the "Common Shares") of OneMove Technologies Inc. (TSX-V: OM) ("OneMove" or the "Company"). The Offer was made by way of advertisement in the Globe and Mail on January 17, 2013 and a take-over bid circular (the "Circular") was subsequently mailed to the security holders of the Company. The Circular has also been filed on SEDAR and may be viewed under OneMove's profile at www.sedar.com. The circular of the board of directors of OneMove recommending acceptance of the Offer is also available OneMove's profile at www.sedar.com. The Offer is open for acceptance until 11:59 p.m. (Pacific Standard Time) on February 21, 2013 (the "Expiry Time"), unless the Offer is extended or withdrawn.
The Offeror is aware of a press release dated February 18, 2013, issued by 0962675 BC Ltd. ("0962675"), a company wholly-owned by Raymond Szeto, pursuant to which 0962675 announced its intention to present a take-over offer to the Company at a price of $0.50. To date, the Offeror is not aware of such offer having been formally made in accordance with applicable securities laws. The Offeror notes that in its news release, 0962675 indicated that its proposed offer is subject to a number of conditions, of which the press release disclosed four.
The Offeror has noted that OneMove has this morning issued a press release stating in respect of the proposed offer that "It is the current view of the Special Committee of OneMove that various conditions of the Competing Offer cannot be met and, as such, the Competing Offer is not capable of being completed. OneMove has not yet received any formal proposal from the Competing Offeror nor evidence of the bidder's ability to finance the Competing Offer."
In any event, if a bona fide offer is made for the OneMove shares at $0.50 shares by 0962675, the Offeror does not currently intend to match or compete with such an offer. In addition, in those circumstances, the Offeror does not intend to tender One Move shares to such a bid and may, to the extent permitted under applicable law, seek to acquire additional OneMove shares in the market or otherwise.
It is a condition of the Offeror's Offer that there shall be validly deposited and not withdrawn at the Expiry Time such number of Common Shares that, when added to the Common Shares already owned by Plantro, Proud and Seastone, constitute at least 66⅔ of the issued and outstanding Common Shares (on a fully-diluted basis). If, at the Expiry Time, the conditions of the Offer, including the minimum tender condition, have not been satisfied, the Offeror may, in its discretion, (i) allow the Offer to expire in accordance with its terms, (ii) extend the Offer, or (iii) waive the conditions of the Offer and take-up and pay for those Common Shares that have been deposited under the Offer and not withdrawn. Any shareholder who wishes to accept the Offeror's Offer and receive the consideration contemplated thereunder is encouraged to deposit its Common Shares at or before the Expiry Time.
SOURCE: Plantro Ltd.