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TORONTO, Dec. 19, 2014 /CNW/ - WB III Acquisition Corp. (the "Corporation") is pleased to announce it has received conditional acceptance from the TSX Venture Exchange ("TSXV") in respect of its qualifying transaction (the "Transaction") with TicToc Planet, Inc. ("TicToc") pursuant to Policy 2.4 - Capital Pool Companies of the TSXV.
In accordance with the previously announced merger agreement dated December 8, 2014, WB III Subco Inc., a wholly-owned subsidiary of the Corporation, will merge into TicToc pursuant to a reverse triangular merger under the Delaware General Corporation Law. The Transaction is expected to close on or about December 23, 2014. Subject to satisfaction of all conditions to listing, the voting common shares of the Corporation are expected to resume trading on the TSXV under the symbol "TLK" on or about December 31, 2014.
A filing statement dated today (the "Filing Statement") has been filed on SEDAR (www.sedar.com).
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ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Notice regarding forward-looking information:
This release includes forward-looking statements regarding the Corporation, TicToc, their businesses and the Transaction which may include, but is not limited to, statements with respect to the expected date of closing of the Transaction and resumption of trading of the voting common shares of the Corporation on the TSXV and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of the Corporation and TicToc. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the mobile application industry, failure to obtain regulatory approvals, economic factors, the equity markets generally and many other factors beyond the control of the Corporation and TicToc. Although the Corporation and TicToc have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither the Corporation nor TicToc undertake to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE: WB III Acquisition Corp.
For further information: Ronald D. Schmeichel, Chief Executive Officer of WB III, at +1 416-972-6294; Steve Chung, Chief Executive Officer of TicToc Planet Inc., at +1 415-861-9797