BasicGov Announces Shareholder Approval of Sale of Assets & Name Change
2010年9月16日 - 9:03AM
Marketwired
BasicGov Systems, Inc. (TSX VENTURE: BSG) ("BasicGov" or the
"Company") announces that at the Annual and Special General Meeting
of Shareholders held on September 15, 2010 shareholders approved
the agreement to sell all of its assets other than cash to 0887901
B.C. Ltd. (the "Purchaser"), a wholly-owned subsidiary of Pender
Growth Fund (VCC) Inc. ("Pender"). The transaction was approved by
100% of the shareholders represented in person or by proxy who were
eligible to cast votes on this resolution at the meeting. Votes
attached to the common shares that are beneficially owned,
controlled or directed by shareholders that are interested parties
were not eligible to cast votes on this resolution. Pender and
certain directors of the Company were interested parties and, as
such, their shares were excluded from this vote.
Pursuant to the terms of a Business Assets Purchase and Sale
Agreement (the "Sale Agreement") dated August 16, 2010 among the
Company, 0887901 B.C. Ltd. and Pender, the Company will sell all of
its assets, other than cash, to 0887901 B.C. Ltd. for consideration
of approximately $900,000, subject to adjustments for changes in
specific working capital balances between July 1, 2010 and the
Closing Date (the "Sale Transaction"). This consideration exceeds
the value of the Company's BasicGov Software-as-a-Service ("SaaS")
business estimated by a business valuator to be between $810,000
and $850,000 as of July 15, 2010.
Consideration for the Company's SaaS business assets is a
combination of cash and the assumption of certain liabilities of
the Company. The actual amount of cash payable and the value of the
assumed liabilities will be calculated as of the completion of the
transaction so that adjustments can be made for additional sales of
subscriptions of the Company's BasicGov service and increases or
decreases in liabilities to be assumed between the date of the
Sales Agreement and the date the sale is completed. Subject to the
amount of cash consideration not exceeding $780,000, the amount of
cash payable is intended to ensure that the Company has $100,000 in
working capital after the Closing Date and the share redemption and
repayment of advances under it's existing loan facility with
Pender. The Company will use this working capital to fund its
expenses as a publicly listed shell company and to seek a new
business that has the potential to attract greater support from the
public market.
The completion of the Sale Transaction triggers redemption
rights under the Company's outstanding 250,000 Series 1 Preference
Shares that are held by Pender, which shares will be redeemed by
the Company concurrent with completion of the Sale Transaction. The
Company will also repay all working capital loans made by Pender to
the Company concurrent with completion of the Sale Transaction.
Payment for the redemption and loan repayment will be made with the
cash proceeds of the Sale Transaction.
Since the Company's name is one of the assets to be acquired by
0887901 B.C. Ltd. under the Sale Transaction, Shareholders also
approved changing its name upon the closing of the Sale Transaction
to "Pedro Resources Ltd." or such other name as may be acceptable
to the TSX Venture Exchange.
The Sale Transaction is expected to close by the end of
September.
About BasicGov Systems, Inc.
BasicGov Systems, Inc. ("BasicGov") (formerly CloudBench
Applications Inc.) (TSX VENTURE: BSG) develops, sells and supports
web-based software for cities, counties, state governments and
government agencies to streamline planning, permitting and
inspections, code enforcement, licensing and citizen access.
BasicGov is a reliable, secure solution delivered for an affordable
price and the only web-based software for local governments built
on the Salesforce.com's Force.com platform, the backbone of cloud
computing solutions used by more than 70,000 organizations
worldwide. Unlike enterprise software that is expensive to acquire
and difficult to implement, BasicGov does not require capital
investment and is easy to set up. www.basicgov.com.
Forward-Looking Statements
This news release contains forward-looking statements. Actual
events or results may differ materially from those described in the
forward-looking statements due to a number of risks and
uncertainties, including failure of the Sale Transaction to close,
changes in market and competition, technological and competitive
developments, cooperation and performance of strategic partners,
potential downturns in economic conditions generally.
Forward-looking statements are based upon management's estimates,
beliefs and opinions. The Company assumes no obligation to update
forward-looking statements, other than as required by applicable
law.
On behalf of the Board of Directors
BASICGOV SYSTEMS, INC.
David Roberts, Director
Neither the 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.
Contacts: BasicGov Systems, Inc. Ian Power CFO +1 (604) 729-5142
info@basicgov.com www.basicgov.com
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