CALGARY, Feb. 14 /CNW/ - WellPoint Systems Inc. (WPS:TSX-V) today
announced that it has signed two non-binding letters of intent with Quorum
Funding Corporation in respect of two private placement offerings of
convertible secured debentures to investment funds managed by associates of
the Quorum Funding Corporation (the "Quorum Offerings").
One offering will consist of a convertible secured debenture in the
principal amount of US$15,200,000 (the "QOGT Debenture"). The QOGT Debenture
will mature five years from the date of issue, bear interest at an annual rate
of 7.75% and be convertible into common shares of WellPoint at the option of
the holder at any time prior to the maturity date at a conversion price of
$0.90 per share. Shareholder consent will be required prior to completing this
offering. The proceeds of the QOGT Debenture will be used to repay the
indebtedness incurred in connection with the acquisition of the business of
Bolo Systems, Inc. which will greatly reduce WellPoint's cost of capital.
The other offering will consist of a convertible secured debenture in the
principal amount of CDN$2,700,000 (the "QIP Debenture"). The QIP Debenture
will mature 18 months from the date of issue (unless otherwise agreed), bear
interest at an annual rate of 7.75% and be convertible into common shares of
WellPoint at the option of the holder at any time prior to the maturity date
at a conversion price of $0.60 per common share. In the event that the holder
elects not to convert the QIP Debenture, such holder shall be entitled to
receive at the maturity date 780,000 common shares of WellPoint at a deemed
price of $0.40 per share. The number of common shares to be issued to the
holder on the maturity date will be reduced pro rata by the amount of
principal which is converted into common shares. The proceeds of the QIP
Debenture will be used to develop the WPS Enterprise Asset Management, WPS
Energy Broker Solutions, for ongoing product R&D and for general working
The conversion price of the QOGT Debenture and the QIP Debenture is
subject to customary adjustments, including an adjustment downwards if
WellPoint completes an equity financing at a price less than the then current
conversion price. WellPoint's obligations under the QOGT Debenture and QIP
Debenture will be secured by a pledge of all the assets of WellPoint and its
Transaction fees are payable upon completion of the Quorum Offerings.
The Quorum Offerings, each of which is expected to close in February 2008
are subject to the receipt of all necessary approvals, including the approval
of WellPoint's board of directors and the TSX Venture Exchange.
About WellPoint Systems Inc.
WellPoint Systems provides premier software and related services for
managing critical operations within the energy industry. Aligning tightly with
Microsoft Corporation, WellPoint is the only Independent Software Vendor (ISV)
and Microsoft Dynamics partner dedicated to the energy sector. It is breaking
new ground with the creation of a more comprehensive, integrated energy
software suite based on existing Microsoft ERP technology that utilizes
state-of-the-art Dynamics AX(R) and .NET architectures. WellPoint became a
Microsoft Gold Certified Partner in 2005.
Founded in 1997, Calgary-based WellPoint Systems also has major
operations in Houston, TX, Denver, CO, Bogota, Columbia and London, England.
WellPoint is publicly traded on the TSX Venture Exchange under the symbol
This document contains forward-looking statements. Some forward looking
statements may be identified by words like "expects", "anticipates", "plans",
"intends", "indicates" or similar expressions. The statements are not a
guarantee of future performance and are inherently subject to risks and
uncertainties. The Company's actual results could differ materially from those
currently anticipated due to a number of factors, including, but not limited
to, successful integration of structural changes, including restructuring
plans, acquisitions, technical or manufacturing or distribution issues, the
competitive environment for the Company's products, the degree of market
penetration of the Company's products, and other factors set forth in reports
and other documents filed by the Company with Canadian securities regulatory
authorities from time to time.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information:
For further information: WellPoint Systems Inc., Frank Stanford, (403)
538-3604, firstname.lastname@example.org, www.wellpointsystems.com; The
Equicom Group Inc., Nick Hurst, Chief Executive Officer, Investor Relations,
(403) 538-4845, email@example.com, www.equicomgroup.com