EDMONTON,
Feb. 1, 2013 /CNW/ - Virtual Universe
Corporation (the "Corporation") (TSX-V:VU) announced today
that it has entered into an arrangement agreement with Mr. Lorn
Becker, the President and Chief Executive Officer of the
Corporation, Man Prince Holdings Ltd. and 1681675 Alberta Ltd.,
pursuant to which the Corporation will amalgamate with 1681675
Alberta Ltd. and each common share of the Corporation ("Common
Share") held by shareholders of the Corporation other than Mr.
Lorn Becker and Man Prince Holdings Ltd. will be exchanged for one
redeemable share ("Redeemable Share") of the amalgamated
corporation and each such Redeemable Share will be immediately
redeemed for cash consideration of $0.02.
Under the terms of the transaction, which is
structured as a plan of arrangement under the Business
Corporations Act (Alberta),
the redemption amount payable to redeem each Redeemable Share
represents a premium of 100% over the closing price of the Common
Shares on January 31, 2013, and a
100% premium to the 60-day volume-weighted average price of the
Common Shares on the TSX Venture Exchange for the period ended
January 31, 2013, being the last
trading day prior to this announcement.
The transaction has been unanimously approved by
the board of directors (the "Board") of the Corporation,
with Mr. Lorn Becker abstaining, following the unanimous
recommendation of a special committee of independent directors of
the Board. The Board has determined that the transaction is
in the best interests of the Corporation and the shareholders of
the Corporation and is fair, from a financial point of view, to the
shareholders other than Mr. Lorn Becker, Man Prince Holdings Ltd.
and GL Holdings Ltd. The Board also recommends that the
shareholders vote in favour of the transaction at the special
meeting of shareholders (the "Meeting") that will be called
to approve the transaction.
MNP LLP, as the independent valuator, has
provided a formal valuation that concludes that the fair market
value of the Common Shares is $nil per Common Share.
The completion of the transaction is subject to
Court approval and the approval of the Corporation's shareholders
at the Meeting by: (i) not less than 66 2/3% of the votes cast by
shareholders present in person or by proxy at the Meeting; and (ii)
a simple majority of the votes cast by shareholders present in
person or by proxy at the Meeting, excluding those votes required
to be excluded pursuant to Multilateral Instrument 61-101:
Protection of Minority Security Holders in Special
Transactions. The Corporation intends to mail a proxy circular
in the next week to shareholders for the Meeting which is expected
to be held on March 6, 2013. The
transaction is subject to customary closing conditions, including
receipt of all regulatory approvals.
It is expected that the going-private
transaction will be completed on or about March 8, 2013. Upon completion of the
transactions contemplated by the Arrangement Agreement, it is
expected the Common Shares will be delisted from the TSX Venture
Exchange. There can be no assurance that the going-private
transaction will be completed as proposed or at all.
Advisories:
This news release contains forward-looking
statements relating to the proposed going-private transaction,
including statements regarding the anticipated completion time of
the proposed going-private transaction and the delisting of the
Common Shares after completion of the transaction. Such
forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place
undue reliance on these forward-looking statements.
The completion of the proposed going-private
transaction is subject to a number of terms and conditions,
including, without limitation: (i) approval of the TSX Venture
Exchange, (ii) Court approval; and (iii) required shareholder
approvals. These approvals may not be obtained, or the conditions
of the proposed going-private transaction may not be satisfied in
accordance with their terms, in which case the proposed
going-private transaction could be modified, restructured or
terminated, as applicable.
The forward-looking statements contained in this
news release are made as of the date of this release. Except as
required by applicable law, the Corporation disclaims any intention
and assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. For additional information with respect to certain of
these and other assumptions and risks, please refer to the
management circular to be filed by the Corporation with the
applicable securities commissions, which will be available at
www.sedar.com.
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 news release.
SOURCE Virtual Universe Corporation