BURLINGTON, ON, March 13, 2013 /CNW/ - Tenth Power Technologies Corp. ("Tenth Power" or the "Company") (TSX-V:TPI) today announced that its Board of Directors (the "Board") has conditionally approved investigating the viability of implementing a going private transaction. Guy Burry, the Chief Executive Officer of the Company and Dennis Bernhard, a director of the Company, have expressed to the Board their interest in pursuing and funding such a transaction. Together, Mr. Burry and Mr. Bernhard own or control approximately 4,168,670 common shares of Tenth Power (24.04%).
In connection with this proposed transaction, the Board has established an independent committee consisting of Mr. John Whincup and Mr. Brian Sullivan.
In connection with such planned going private transaction, the Company has also retained Klein Farber Corporate Finance Inc. to prepare a valuation ("Valuation") of the Company as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
If as and when this transaction evolves, the Company will call and hold a special meeting of its shareholders to consider the proposed transaction which will require, among other things, the approval of the "majority of the minority" shareholders of the Company.
It is further contemplated that the current management group of Tenth Power (consisting of Guy Burry, Dennis Bernhard and Wayne McDowell and corporate entities controlled by such persons) would be "interested parties" in connection with the transaction and accordingly would not be able to vote in connection with any "majority of minority vote" to be held.
There can be no assurance that the proposed going private transaction will be completed. The Company will issue further press releases in respect to this proposed transaction as circumstances warrant.
The Company also announces that it has set Tuesday, May 7, 2013 as a new date for its shareholders meeting that is past due from last year. The Company had called a February 12, 2013 date for its AGM, but subsequently did not hold it due to discussions the Company was in with an arm's length party to effect a business combination transaction. The Company had anticipated that the February 12, 2013 shareholders meeting would have considered that transaction, but the transaction in question was subsequently abandoned before a definitive agreement was entered into.
About Tenth Power Technologies Corp.
Tenth Power is a Canadian-based technology and solutions company. Tenth Power supplies secure business solutions to clients in the telecommunications, financial services, manufacturing, government and health care sectors. Tenth Power augments proprietary software with product licensing and strategic acquisition of industry-leading services, to design solutions that safeguard information and electronic communications. The suite of products includes identity and signature authentication, Internet security, safe communication platforms and a secured collaboration environment. Tenth Power also provides IT security consulting and managed services.
Forward Looking Statements
This press release contains forward-looking statements which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. The Company disclaims any obligation to update these forward-looking statements.
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
SOURCE: Tenth Power Technologies Corp.
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