Seprotech and WESA announce execution of share exchange agreement
2012年9月23日 - 11:24AM
PR Newswire (Canada)
OTTAWA, Sept. 24, 2012 /CNW/ - Seprotech Systems Incorporated and
WESA Group Inc. "WESA" today announced that further to the
previously announced non-binding letter of intent, they have
entered into a binding share exchange agreement under which
Seprotech will acquire 100% of privately-held WESA in a reverse
takeover (the "Transaction"). Upon completion of the Transaction,
the combined entity (the "Resulting Issuer") is expected to be a
leading provider of earth science and environmental engineering
services, and wastewater and water treatment systems. The intent is
to build an integrated product and service organization that
provides intelligent solutions to complex environmental problems
both in Canada and abroad. Transaction Summary The Transaction is
an arm's length transaction and will constitute a reverse-takeover
pursuant to the policies of the TSX Venture Exchange ("TSX.V").
Completion of the Transaction ("Closing") is subject to several
conditions, including, but not limited to the approval of a simple
majority of Seprotech shareholders, the approval of the majority of
the minority Seprotech shareholders, and final approval by the
TSX.V. Seprotech has convened a special meeting of shareholders
(the "Meeting") on October 24, 2012 to seek such shareholder
approval and to approve a change of name from Seprotech Systems
Incorporated to BluMetric Environmental Inc. The other conditions
are summarized below. Seprotech currently has issued and
outstanding 66,446,926 common shares, and 5,330,000 options to
purchase Seprotech common shares, at prices ranging between $0.10
and $0.26 per share. At the Meeting, Seprotech also intends to seek
the approval of its shareholders to consolidate its common shares
on a 1 for 10 basis (the "Consolidation"). Assuming completion of
the Consolidation, Seprotech would have issued and outstanding
immediately prior to Closing (i) 6,644,692 post-consolidation
Seprotech common shares and (ii) options to purchase 533,000 common
shares, each exercisable at a price of from $1.00 - $2.60 per
share. Shareholders will also be asked to approve a reduction in
the stated capital of Seprotech to a nominal amount, in order to
meet the solvency requirements of the Canada Business Corporations
Act. The Transaction will be completed by way of a share exchange
agreement pursuant to which Seprotech will acquire all of the
issued and outstanding shares of WESA in consideration for the
issuance to the shareholders of WESA of 14,157,433
post-consolidation common shares of Seprotech, each at a deemed
value of $0.664 per share for aggregate consideration of
$9,400,536. Upon Closing, WESA will become a wholly-owned
subsidiary of Seprotech and WESA shareholders will control
approximately 68.06 % of the common shares of the Resulting Issuer.
Immediately following closing, Seprotech and WESA will be
amalgamated. Seprotech and WESA have also agreed on the additional
consideration to be paid to WESA shareholders to reflect the value
of inclusion of WESA's real estate assets which were added to the
transaction subsequent to the originally agreed to valuations. The
value of the equity in the real estate has been agreed at
$1,880,000, resulting in total aggregate consideration of
$11,280,536. This additional consideration is to be settled by the
issuance to the WESA shareholders of 2,831,325 special shares of
Seprotech (the "Special Shares"). Each Special Share will be
automatically converted into common shares of the Resulting Issuer
on the earlier of (i) completion of a qualified financing that
occurs subsequently to the current transaction for gross proceeds
of not less than $2,000,000, for an issue price of not less than
$0.664 per common share, and (ii) July 2, 2013. In the case of
conversion upon a qualified financing, the conversion ratio will be
a fraction equal to $0.664 divided by the issue price. In the case
of a conversion in the absence of a qualified financing, the
conversion ratio will be a fraction equal to $0.664 divided by the
volume weighted average trading price of the common shares on the
TSX.V during the period from June 3, 2013 through June 28, 2013;
provided that the conversion ratio will not be greater than 1:1,
and the maximum number of common shares to be issued after giving
effect to the Share Consolidation will be 2,831,325. Based on the
floor conversion price of $0.664, the WESA shareholders' ownership
of the Resulting Issuer would increase to 71.90 %. Management and
Board of Directors of Resulting Issuer Effective upon Closing, the
board of directors of the Resulting Issuer will include five
members, consisting of Jordan B. Grant, former chairman and a
director of Seprotech, William M. Touzel, Mark Stirling and Denis
Douville, directors of Seprotech, and Roger M. Woeller, who will be
appointed chief development officer of the Resulting Issuer. The
chief executive officer of the Resulting Issuer will be William M.
Touzel, who is presently president of WESA; the chief financial
officer will be Ian W. Malone, presently chief financial officer of
Seprotech. The other members of the senior management team of the
Resulting Issuer will be Roger M. Woeller, Harry J. Marshall,
president of the water and wastewater division and Nell van Walsum,
president of the professional services division. Conditions to the
Transaction The proposed Transaction is subject to a number of
terms and conditions including the final approval of the TSX.V and
other relevant regulatory authorities, and various other customary
conditions that must be satisfied prior to closing, which is
expected to take place no later than December 31, 2012. The
Resulting Issuer will also be required to complete a concurrent
brokered private placement of common shares for aggregate gross
proceeds of not less than $1 million, or more than $2 million, at a
price per share to be negotiated. Other Information Trading in
Seprotech common shares will remain halted pending the satisfaction
of all applicable requirements of the TSX.V. There can be no
assurance that trading in Seprotech common shares will resume prior
to the completion of the Transaction. Further details concerning
the Transaction, WESA (including additional financial information)
and other matters will be included in the management proxy circular
being distributed to shareholders of Seprotech in advance of the
special meeting of shareholders. About WESA WESA was founded in
1978 under the laws of Ontario. WESA is a professional services
company focussed on environmental earth sciences, water resources,
waste management, occupational health, safety and hygiene and
renewable energy needs of industry and all levels of government.
WESAtech, a wholly-owned subsidiary, supplies turn-key water
treatment systems to industry. More information can be obtained at
www.wesa.ca . About Seprotech: Seprotech is a provider of
engineered water and wastewater treatment solutions to the
municipal/land development, resource sector and military market
place, including Reverse Osmosis water purification systems,
ROTORDISK® biological sewage treatment package plants and
CrystalBlue™ membrane-based water recycling systems. More
information can be obtained at www.seprotech.com . Forward-looking
Statements This news release contains certain "forward looking
statements" within the meaning of applicable securities laws.
Seprotech has made numerous assumptions regarding, among other
things, the ability of Seprotech and WESA to satisfy all the
closing conditions to complete the Transaction. Readers are
cautioned that the plans, intentions or expectations disclosed in
any forward-looking statements and underlying assumptions may not
be achieved and that readers should not place undue reliance on any
forward-looking statement, each of which is expressly qualified in
its entirety by this cautionary statement. Although Seprotech
believes that the expectations conveyed by the forward-looking
information are reasonable based on information currently available
to it, these statements are not guarantees and involve a number of
risks, uncertainties and assumptions, both known and unknown. The
results or events depicted in these forward-looking statements may
differ materially from actual results or events. Many factors could
cause results to differ materially from those stated including, but
not limited to: the Transaction may not be completed upon the terms
contemplated herein, or at all; the possibility of not satisfying
all of the closing conditions to complete the Transaction; the
possibility that Seprotech's shareholders do not approve the
Transaction at the special meeting of shareholders; difficulties or
delays in obtaining regulatory approvals; the ability of WESA or
Seprotech to retain existing customer contracts; risks related to
integration upon the completion of the Transaction; and the ability
to retain and obtain qualified staff as well as various other
factors which are discussed in Seprotech's filings with applicable
securities regulatory authorities at www.sedar.com. Any
forward-looking statement speaks only as of the date of this news
release and, except as may be required by applicable securities
laws, Seprotech disclaims any intent or obligation to update any
forward-looking statement, whether as a result of new information,
future events or results or otherwise. Completion of the
Transaction is subject to a number of conditions, including, but
not limited to, acceptance by the TSX.V. The Transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all. Investors are cautioned that, except as
disclosed in the management proxy circular of Seprotech to be
prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of Seprotech should be considered to be highly
speculative. The TSX.V has in no way passed upon the merits of the
proposed Transaction, and neither TSX.V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX.V)
accepts responsibility for the adequacy or accuracy of this
release. The TSX.V has neither approved nor disapproved of the
information contained herein. Seprotech Systems Incorporated
CONTACT: Mr. Ian W. Malone, CFOTel: (613) 523-1641Fax: (613)
731-0851
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