ST. JOHN'S, NL, Jan. 7, 2014 /CNW/ - Today Rutter Inc. ("Rutter") (TSX: RUT) announced that it has been advised by Messrs. Fraser Edison, James White, Ryan Hinz and Donald Clarke (collectively, the "Offerors") that a corporation controlled by the Offerors intends to make an unsolicited take-over bid for all of the outstanding common shares of Rutter not already owned by the Offerors and their associates on or after January 17, 2014 at a price of $0.061 per common share. The Offerors are members of the Board of Directors of Rutter.
The Board of Directors of Rutter has formed a committee consisting of Messrs. Gary Bruce and David Slager (the "Committee"), each of whom is an independent director, to evaluate the proposed offer and the alternatives for Rutter. The Committee has retained the Farber Financial Group to prepare a formal valuation of the common shares of Rutter, which is expected to be completed shortly. If the Offerors proceed with the proposed offer, shareholders will have a minimum of 35 days after the Offerors have filed a take-over bid circular to respond to the offer. Therefore, the Committee urges Rutter shareholders not to deposit any shares and not to take any actions with respect to the offer until the Committee has completed its full review and consideration of the offer and provided shareholders with its consideration and any recommendation in respect of the offer in a directors' circular. Shareholders will be promptly notified of any recommendation by the Committee through a news release and circular in accordance with applicable securities laws.
As of the date hereof, the Offerors and their associates collectively beneficially own, control or direct, directly or indirectly, 38.9% of the issued and outstanding common shares of Rutter.
About Rutter Inc. - Rutter is an enterprise focused on providing innovative technologies and engineering solutions. Rutter's global network supplies technologies to improve efficiency and safety in the marine, defense, transportation, oil and gas sectors from its headquarters in the Province of Newfoundland and Labrador. For more information see www.rutter.ca.
About OceanWaveS GmbH - OceanWaveS, a wholly owned subsidiary of Rutter Inc., is an enterprise focused on technology development for the real time measurement of directional ocean wave spectra. For more information see www.oceanwaves.org.
This press release contains forward-looking information within the meaning of applicable securities laws ("forward-looking statements") that relate to the offer. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements of Rutter to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the potential take-over bid; the outcome and merits of the offer; expecting timing of the offer and the potential take-over bid; delivery and availability of circulars and relevant materials in connection with the potential take-over bid; developments in the capital markets; material adverse developments in Rutter's business; and other factors discussed under "Risk Factors" in the Annual Information Form of Rutter dated November 29, 2013 and other documents filed with Canadian provincial securities regulatory authorities.
These forward-looking statements reflect beliefs and assumptions which are based on Rutter's perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. In making these statements, Rutter has made assumptions with respect to: the current business prospects of Rutter; strategy and outlook of Rutter; the effect of the potential take-over bid may have on the operational or financial conditions of Rutter; availability of financing if required in connection with the offer; expectations related to future general economic and market conditions; no material developments in the regulatory and competitive environment facing Rutter; future results being similar to historical results; and other matters. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Rutter does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
SOURCE: Rutter Inc.
For further information:
Karen Snook, Chief Financial Officer and Corporate Secretary, Rutter Inc. +1 709 576 6666