CALGARY, Feb. 17 /CNW/ - Pursuant to an order (the "Order") made on
January 31, 2011, the Alberta Court of Queen's Bench appointed Ernst &
Young Inc. receiver and manager (the "Receiver") of WellPoint Systems
Inc. The Order further specifies that Ernst & Young Inc. will become
the receiver and manager of WellPoint Systems, Inc ("WellPoint Inc."),
WellPoint Systems (USA), Inc. ("WellPoint USA") and WPS Systems, Inc.
("WPS"), (the "US Subsidiaries") upon entry of an order (the
"Recognition Order") from the United States Bankruptcy Court granting
formal recognition to the Alberta Proceedings under Chapter 15 of Title
11 of the United States Code on terms acceptable to the Receiver. The Receiver has commenced
proceedings in the United States Bankruptcy Court (the "US Bankruptcy
Court"), District of Delaware to obtain the Recognition Order. The
Recognition Order, if obtained, will confirm the Receiver's ability to
sell the assets of the US Subsidiaries. The US Bankruptcy Court
granted the Receiver interim relief on February 11, 2011. An
application to confirm the relief is scheduled for February 28, 2011.
The Alberta Court has approved a sales process to be administered by the
Receiver in respect of WellPoint and the US subsidiaries (the sales
process in respect of the US Subsidiaries to become effective upon
approval of the US Bankruptcy Court). As part of the sales process, the
Receiver will enter into a court-approved asset purchase agreement (the
"Stalking Horse Bid") with a corporation formed by two of WellPoint's
secured creditors, and through the sales process will be soliciting
offers that are superior to the Stalking Horse bid.
A Qualified Bidder that desires to participate in Phase 1 shall deliver
written copies of a non-binding letter of intent ("LOI") to the
Receiver, so as to be received by the Receiver, no later than 5:00 PM
(Mountain Standard Time) on March 15, 2011 or such other date or time
as may be agreed to be the Receiver (the "Phase 1 Bid Deadline").
During the period between the Phase 1 Bid Deadline and March 22, 2011,
or such other later date as may be agreed to by the Receiver, the
Receiver will assess the Qualified Non-Binding LOI's received during
Phase 1, if any, and will determine whether there is a reasonable
prospect of obtaining a superior offer to the Stalking Horse Bid. A
bidder that is not eliminated from the Sale Process that desires to
participate in Phase 2 shall deliver written copies of a final, binding
proposal (the "Final Bid") in a form of a purchase and sale agreement
to the Receiver so as to be received by the Receiver no later than 5:00
pm (Mountain Standard Time) on April 5, 2011, or such other date or
time as may be agreed by the Receiver (the "Phase 2 Bid Deadline").
It is expected that the Company's principal business units will continue
operations during the Sales Process. The Receiver's present
understanding is that the Company will continue to market and sell
their respective solutions, and support and service all new and
existing customers. The management of the Company is cooperating with
the Receiver and is supportive of the Sales Process and the
restructuring to be effected during the receivership.
About WellPoint Systems Inc.
WellPoint Systems delivers software solutions and services that
transform complex data into Business Insight for more than 450
companies in 60 countries worldwide. WellPoint Systems is recognized as
a leader in providing Financial, Energy Marketing and Trading solutions
to the Oil and Gas industry with its award winning BOLO, IDEAS, Energy
Financial Management and Energy Broker products.
Founded in 1997, Calgary-based WellPoint Systems is publicly traded on
the TSX Venture Exchange under the symbol WPS. Visit www.wellpointsystems.com or www.ey.com/ca/wellpoint for more information.
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 completion of the Sales
Process, any Superior Offers, restructuring plans, 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.
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 WellPoint Systems Inc.
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