VANCOUVER, April 29 /CNW/ - VersaPay Corporation (TSXV: VPY) ("VersaPay" or the "Company"), a provider of merchant credit, debit, gift and loyalty card payment processing solutions, today announced that it has agreed to sell its 75% ownership stake in Positive Inc. ("Positive"), a Canadian provider of wireless point-of-sale terminals and merchant services, to Mr. Anthony Stapenhurst, Positive's President and holder of the remaining 25% of Positive's shares.
Under the terms of the transaction (the "Transaction"), VersaPay has agreed to exchange its shares in Positive, for 150,000 common shares in VersaPay held by Mr. Stapenhurst, which are currently subject to escrow. In addition, VersaPay has agreed to grant Mr. Stapenhurst an option, exercisable no later than 10 days following the closing date of the Transaction, to transfer to VersaPay any of the remaining 100,000 shares of VersaPay he owns at a price of $0.50 per share. Mr. Stapenhurst currently owns 250,000 shares of VersaPay, 237,500 of which are currently subject to escrow over a three-year period.
Mr. Stapenhurst is considered to be a Non Arms Length Party to VersaPay, as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"), because Mr. Stapenhurst is a director and senior officer of Positive, which is a subsidiary of VersaPay. Further, the Transaction constitutes a "Related Party" transaction under the definition of that term in Multilateral Instrument 61-101, and is subject to a number of conditions including the approval of the Exchange.
"This transaction will enable us to devote greater resources to driving continued organic growth in our core payment processing business," said Michael Gokturk, CEO VersaPay. "In addition, it simplifies our corporate structure and allows us to consolidate our ownership for the benefit of our current shareholders. Through an ongoing partnership with Positive, we will continue to offer wireless payment processing services to our customers."
VersaPay acquired its 75% ownership stake in Positive in February 2008. The Transaction is expected to close in the second quarter of 2010.
VersaPay's proprietary technology enables businesses and consumers across Canada to accept and process credit, debit and gift card transactions. As a payment services and financial technology company serving more than 2,500 Canadian businesses, VersaPay, in conjunction with its partners, provides the hardware, technology, infrastructure and support services that businesses of all types require to accept and process electronic payments from their consumers and clients.
While its core business is payment processing services, VersaPay also provides enhanced financial technology solutions such as VersaEFT - the Company's proprietary Electronic Bill Presentment and Payment solution - which enables merchants and consumers to easily transact with one another.
The Company was recognized by PROFIT Magazine as Canada's Top Emerging Growth Company and was ranked Number 1 in Canada on the 2009 HOT 50 List. VersaPay is headquartered in Vancouver, Canada and has operations in Toronto and Montreal. To learn more about VersaPay, visit http://www.versapay.com.
Forward Looking and Other Cautionary Statements
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks relating to the speculative nature of the Company's business, the Company's formative stage of development and the Company's financial position. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward looking statements if these beliefs, estimates and opinions or other circumstances should change.
Investors are cautioned against attributing undue certainty to forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, risks related to following: the Company's financial position and the potential need for future financings, the ability of the Company to maintain its relationship with its strategic partner for payment processing, the efforts and abilities of the senior management team, the ability of the Company to attract and retain skilled management, competition in the payment processing industry, and the Company's ability to respond to technological change and protect its intellectual property rights.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. There can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.
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.
SOURCE VersaPay Corporation
For further information: For further information: Michael Gokturk, CEO, VersaPay Corporation, email@example.com, (647) 258-9379; Kristen Dickson, Investor Relations, The Equicom Group, firstname.lastname@example.org, (416) 815-0700 ext. 273