TORONTO, Dec. 5, 2024
/CNW/ - Baylin Technologies Inc. (the "Company") announces that the
Court of Appeal for Ontario has
dismissed the Company's appeal of a decision of the Superior Court
of Justice – Ontario (the
"Superior Court"), which ordered the Company to return to the
escrow agent appointed in connection with the acquisition (the
"Acquisition") in January 2018 of the
radio frequency and satellite communications business of
SpaceBridge Inc. ("SpaceBridge") the amount of approximately
$1.8 million, together with
interest.
In October 2018, as a result of an
indemnity claim by the Company in connection with the Acquisition,
the Company received a payment from the then escrow agent of
approximately $1.8 million pursuant
to the terms of an "Escrow Agreement" that also governed the
procedure for making indemnity claims against the escrowed
funds.
In December 2018, SpaceBridge
commenced an application in the Superior Court to have the amount
repaid to the escrow agent, principally on the equitable ground of
relief from forfeiture. Over 3½ years later, in June 2022, SpaceBridge amended its application
(the "Amendment") to assert that the Company had failed to comply
with the notice provisions of the Escrow Agreement such that its
claim against the escrow fund was invalid. In its decision,
rendered in July 2023, the Superior
Court found that the Company's claim against the escrow fund was
not validly delivered in accordance with the notice provisions of
the Escrow Agreement. It also rejected the Company's argument that
the Amendment was made outside the prescribed limitation period of
two years. As a result, the Superior Court ordered the Company to
repay $1.8 million, together with
pre-judgment interest (at the rate of 1.8% in accordance with the
Courts of Justice Act), to the escrow agent.
The Company then appealed the decision to the Court of Appeal,
which had the effect of staying the Superior Court's order. In its
decision, the Court of Appeal dismissed the Company's appeal,
upholding the Superior Court's decision ordering the Company to
return $1.8 million, together with
interest, to the escrow agent.
About Baylin
Baylin is a leading diversified global technology company. The
Company focuses on the research, design, development, manufacture
and sale of passive and active radio-frequency products and
satellite communications products and the provision of supporting
services. We strive to meet our customers' needs and anticipate the
direction of the market.
Forward-Looking Statements
This press release includes forward-looking information and
forward-looking statements (together, "forward-looking statements")
within the meaning of applicable securities laws. Forward-looking
statements are not statements of historical fact. Rather, they are
disclosure regarding conditions, developments, events or financial
performance that we expect or anticipate may or will occur in the
future, including, among other things, information or statements
concerning our objectives and strategies to achieve those
objectives, statements with respect to management's beliefs,
estimates, intentions and plans, and statements concerning
anticipated future circumstances, events, expectations, operations,
performance or results. Forward-looking statements can be
identified generally by the use of forward‑looking terminology,
such as "anticipate", "believe", "could" "should", "would",
"estimate", "expect", "forecast", "indicate", "intend", "likely,
"may", "outlook", "plan", "potential", "project", "seek", "target",
"trend" or "will", or the negative or other variations of these
words or other comparable words or phrases, and are intended to
identify forward-looking statements, although not all
forward-looking statements contain these words.
Forward-looking statements are based on certain assumptions and
estimates made by us in light of the experience and perception of
historical trends, current conditions, expected future
developments, including projected growth and sales in the Company's
products and services, and other factors we believe are appropriate
and reasonable in the circumstances, but there can be no assurance
that such assumptions and estimates will prove to be correct.
Many factors could cause our actual results, level of activity,
performance or achievements or future events or developments to
differ materially from those expressed or implied by the
forward-looking statements, including the risk factors discussed in
the Company's most recent Annual Information Form, which is
available on the Company's profile on SEDAR+ at www.sedarplus.ca.
All the forward-looking statements made in this press release are
qualified by these cautionary statements and other cautionary
statements or factors in this press release. There can be no
assurance that the actual results or developments will be realized
or, even if substantially realized, will have the expected
consequences to, or effects on, the Company. Unless required by
applicable securities law, the Company does not intend and does not
assume any obligation to update these forward-looking
statements.
SOURCE Baylin Technologies Inc.