Monexa Technologies Corp. - News Release
February 14 2012 - 1:19AM
PR Newswire (Canada)
VANCOUVER, Feb. 17, 2012 /CNW/ - Monexa Technologies Corp.
("Monexa" or the "Public Company") announces that it has
agreed to sell its wholly-owned subsidiary, Monexa Services Inc.
(the "Subsidiary"), which carries on the business of providing
on-demand billing solutions, to 0933003 B.C. Ltd. (the
"Purchaser"), a private company that will be owned by Ansera
Capital II Limited Partnership and Ansera Capital II L.P.
(together, the "Ansera Group"), Pender Growth Fund (VCC) Inc.
("Pender Growth") and certain of the directors and officers of the
Public Company. Upon the completion of the proposed transaction,
the Public Company will seek a new business that has the potential
to attract greater support from the public market. Overview of
Transaction The Public Company and the Purchaser entered into a
share purchase agreement dated February 17, 2012, pursuant to which
the Public Company agreed to sell to the Purchaser all of the
issued common shares of the Subsidiary (the "Transaction"), in
consideration for the payment of $3,639,427 in cash and the
assumption by the Purchaser of a loan in the amount of $500,000
made by Pender Growth to the Public Company, for a total purchase
price of $4,139,427. The Transaction constitutes a sale of
all or substantially all of the Public Company's undertaking. The
Public Company has agreed that it will repay, on the closing of the
Transaction, all of the working capital loans made by the Ansera
Group to the Public Company, plus accrued interest, for an
aggregate of about $1,136,100. In addition, the Public Company will
repay $100,000 of the amount owing to Pender Growth, with the
balance of $500,000, plus all accrued interest, to be assumed by
the Purchaser on closing. The completion of the Transaction will
trigger redemption rights under the Public Company's outstanding
13,266,670 Series A Preferred Shares. If the holders of all of the
Preferred Shares elect to redeem their shares, the Public Company
will pay out approximately $1,989,318 to redeem the outstanding
Preferred Shares, plus pay all accrued dividends. It is expected
that the Public Company will have at least $75,000 in working
capital following the closing. The Public Company will use this
working capital to fund its expenses as a publicly-listed shell
company and to fund the costs associated with seeking a new
business. Special Committee As various directors, officers and
significant shareholders of the Public Company are involved in the
Transaction through their holdings in Pender Growth, the Ansera
Group, and ownership of Preferred Shares and, as well, such persons
will be issued shares of the Purchaser immediately following
completion of the Transaction, the Transaction is a Non-Arm's
Length Transaction under TSX Venture Exchange policies, and will be
treated as a "related party transaction" under Multilateral
Instrument 61-101, Protection of Minority Security Holders in
Special Transactions, of the Canadian Securities Administrators.
The Board of Directors established a Special Committee to review
and evaluate the proposed Transaction from the point of view of the
best interests of the Public Company and its shareholders, to
oversee negotiations with the Ansera Group, to consider and
evaluate any alternatives from third parties which might enhance
shareholder value, and consider the protection of the rights of the
minority shareholders. The Special Committee engaged Evans &
Evans, Inc. of Vancouver, B.C., an independent financial advisor,
to provide the Special Committee with an opinion as to the fairness
of the consideration offered for the shares of the Subsidiary to
the Public Company from a financial point of view. Evans &
Evans was also engaged to provide the Special Committee with an
independent opinion as to the fair market value of the Public
Company. The fairness opinion provides that the terms of the
Transaction are fair, from a financial point of view, to the
shareholders of the Public Company, based upon and subject to the
analyses, qualifications, limitations and assumptions set forth
therein. Conditions to closing The completion of the Transaction is
subject to the completion of a number of conditions including
receipt of the approval of the Exchange and approval of the holders
of common shares of the Public Company at an annual and special
general meeting of the shareholders which will be held on March 30,
2012. Shareholders will be asked to consider and pass the
following resolutions: -- a special resolution to be approved by at
least 66⅔% of the votes cast by shareholders present in person or
represented by proxy; and -- a separate ordinary resolution to be
approved by a simple majority of the votes cast by shareholders
present in person or represented by proxy, excluding the votes
attached to common shares that are beneficially owned, controlled
or directed, directly or indirectly, by interested parties in the
Transaction. Detailed information about the Transaction will be
contained in the management Information Circular to be mailed to
the Shareholders on or about March 2(nd), 2012 in respect of the
Meeting. The Public Company anticipates that, subject to receipt of
all required approvals, the Transaction will close on or about
April 5, 2012. 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. Monexa Technologies Corp. CONTACT:
Contact:Garth Albright, CFOD 604-630-5657 / E ir@monexa.com
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