Nuri Telecom Company Limited Announces Take-Up of Over 90% of Apivio Shares and Subsequent Compulsory Acquisition Process
VANCOUVER, May 16, 2017 /CNW/ - Nuri Telecom Company Limited ("Nuri") announced today that, in addition to the 47,887,785 common shares ("Apivio Shares") of Apivio Systems Inc. ("Apivio") acquired by 1101324 B.C. Ltd. (the "Offeror"), a wholly-owned subsidiary of Nuri, as of the expiry of the initial deposit period for the Offeror's offer (the "Offer") on May 2, 2017, the Offeror has acquired 1,978,988 Apivio Shares during the mandatory 10-day extension of its Offer that expired at the close of business on May 12, 2017. Taken together with the 2,642,176 Apivio Shares purchased in the market by the Offeror during the course of the Offer, the Offeror now holds 52,508,949 Apivio Shares representing approximately 95.6% of the outstanding Apivio Shares.
With over 90% of the outstanding Apivio Shares, excluding shares owned by the Offeror, having been tendered to the Offer, the Offeror intends to commence the process to exercise its statutory rights under the compulsory acquisition provisions of s. 300 of the Business Corporations Act (British Columbia) to acquire the 2,425,587 Apivio Shares not tendered to the Offer (the "Remaining Shares"). Under the terms of the compulsory acquisition, the holders of Remaining Shares will be offered the same $0.45 in cash offered under the Offer for each Remaining Share.
If Apivio Shareholders have any questions regarding the Offer or require assistance with tendering Apivio Shares, please call the Information Agent and Depositary for the Offer, Laurel Hill Advisory Group, toll free in North America at 1-877-452-7184 (+1-416-304-0211 outside North America), or by email at firstname.lastname@example.org.
About the Offer to Apivio Shareholders
Full details of the Offer are contained in the offer to purchase and associated take-over bid circular dated January 17, 2017 (the "Original Offer to Purchase and Circular"), as amended, varied and supplemented by the notice of change and variation dated April 21, 2017 (the "Notice of Variation") and the Notice of Extension dated May 3, 2017. Those documents are available under Apivio's profile at www.sedar.com and on the Offeror's website at www.ApivioOffer.com. Apivio Shareholders are urged to read the Original Offer to Purchase and Circular, the Notice of Variaton, the Notice of Extension, the Letter of Transmittal and the Notice of Guaranteed Delivery for the Offer (collectively, the "Offer Documents") and to consider the important information set out in those documents. Copies of the Offer Documents may be obtained free of charge at www.sedar.com (under Apivio's profile) and may also be obtained free of charge upon request from Laurel Hill Advisory Group ("Laurel Hill") at the numbers and email address shown below under the heading "Advisors to the Offeror".
Advisors to the Offeror
The Offeror has engaged PI Financial Corp. to act as its financial advisor. Norton Rose Fulbright Canada LLP is acting as the legal advisor in connection with the Offer.
Laurel Hill has been retained as the Information Agent and Depositary for the Offer. Apivio Shareholders may contact Laurel Hill by telephone at 1-877-452-7184 (Toll Free in North America) or 1-416-304-0211 (Collect Outside North America) or by email at email@example.com.
Nuri is a provider of next generation communication technology for the Internet of Things ("IoT") and the Smart Grid industry. Nuri is a global leader in providing end-to-end advanced metering infrastructure solutions that save consumers money and help utilities to run a network infrastructure that's proven, reliable, future-proof and fully standardized. Nuri's core product offering is a communication solution for smart meters, AiMiR, which provides automatic meter readings of electricity, water, gas and other measurements and delivers gathered data through a variety of networks in real time. AiMiR helps consumers and utility companies manage their resource consumption by providing real time information, accommodating their resource distribution to optimum levels for both short term and long term infrastructure needs.
To date, Nuri has deployed its communication systems to over two million households and businesses in 19 countries worldwide, and that number continues to grow each day through large-scale deployments in commercial, industrial, and residential markets. With a growing list of global customers, Nuri is expanding its customer base throughout Asia, Europe and Africa. Recently, Nuri has won US$79 million Soria projects in Norway and US$12 million ECG projects in Ghana.
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.
This news release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of the Offeror, Nuri or Apivio.
Forward-Looking Information Cautionary Statement
This news release contains certain forward-looking information (referred to herein as "forward-looking statements"). Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "scheduled", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should", or similar words suggesting future events, circumstances or outcomes. In particular, this news release contains forward-looking information concerning a contemplated compulsory acquisition process to acquire Apivio Shares not tendered to the Offer. Forward-looking statements are based upon the opinions and expectations of management of Nuri as at the effective date of such statements. Although Nuri believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada, fluctuations in currency and interest rates and fluctuations in market prices for the publicly traded securities of Apivio, non-fulfillment of conditions of the Offer and new laws and regulations (domestic and foreign).
Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.
The forward-looking statements contained in this news release are made as of the date hereof and Nuri does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
SOURCE Nuri Telecom Company Limited
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