CALGARY, ALBERTA -- (Marketwire) -- 01/23/13 -- Acme Capital Corporation (TSX VENTURE: AMN.P) ("Acme") is pleased to announce further details concerning its proposed qualifying transaction (the "Qualifying Transaction") involving a business combination with Pivot Acquisition Corp. ("Pivot"), a leading North American IT Multi Vendor Solutions Provider.
In conjunction with, or prior to the closing of, the Qualifying Transaction, Pivot intends to complete a brokered private placement of up to 10,000,000 subscription receipts ("Subscription Receipts") at an offering price (the "Offering Price") of $1.00 per Subscription Receipt for gross proceeds of up to $10,000,000 (the "Offering"). Pivot has retained Mackie Research Capital Corporation ("MRCC") to act as lead agent, in a syndicate including Macquarie Private Wealth Inc., on a best-efforts basis in respect of the Offering. The Subscription Receipts will be convertible, for no additional consideration, into freely trade-able common shares of the resulting issuer upon completion of the Qualifying Transaction (the "Resulting Issuer").
Pivot intends to use the net proceeds of the Offering for general working capital, as well as to pay transaction costs incurred in connection with the completion of the Qualifying Transaction.
Acme previously approved a consolidation of its common shares (the "Acme Shares") at a meeting of Acme's shareholders held on October 3, 2012 on the proposed basis of one (1) post-consolidation Acme Share for up to every one-hundred (100) pre-consolidation Acme Shares, or such lesser number of pre-consolidation Acme Shares as determined by the board of directors of Acme (the "Consolidation"). Based on an Offering Price of $1.00 per Subscription Receipt, the board of directors of Acme intends to set the consolidation ratio for the Consolidation at a basis of one (1) post-consolidation Acme Share for every ten (10) pre-consolidation Acme Shares.
Acme and Pivot entered into a letter agreement dated July 27, 2012 pursuant to which Pivot and a wholly-owned subsidiary of Acme will, in accordance with the terms of an amalgamation agreement to be entered into by the parties prior to completion of the Qualifying Transaction, complete a three-cornered amalgamation under the provisions of the Business Corporations Act (Ontario) to form a new company, and former holders of the issued and outstanding common shares of Pivot (the "Pivot Shares") will receive common shares of the Resulting Issuer (the "Resulting Issuer Shares"), on a one-for-one basis, with a deemed value of $1.00 per share.
In addition, any outstanding convertible unsecured subordinated debentures of Pivot issued pursuant to a trust indenture dated April 14, 2011 between Pivot and Computershare Trust Company of Canada (the "Debentures") will be automatically converted into Pivot Shares at a deemed value of $0.50 per share immediately prior to the closing of the Qualifying Transaction. Pivot has obtained approval from the holders of the Debentures to provide those holders with an option, whereby they can alternatively elect prior to completion of the Qualifying Transaction to convert their Debentures (or any portion thereof) into series A preferred shares of the Resulting Issuer (the "Series A Preferred Shares"). The Series A Preferred Shares will be convertible at anytime at the option of the holders into Resulting Issuer Shares on the same basis as the Debentures and will also be redeemable at the option of the holders in certain circumstances. After June 30, 2013, the Resulting Issuer will have the right to force the conversion of the Series A Preferred Shares into Resulting Issuer Shares on the same basis as the Debentures. A notice describing the election process to convert the Debentures into Series A Preferred Shares, as well as the requisite election form, will be provided to Debenture holders in the near-term.
Any compensation options granted to agents in connection with the issuance of the Debentures will be exchanged for new securities of Acme entitling the holders thereof to acquire Resulting Issuer Shares on substantially identical terms as the original compensation options.
The Offering is expected to close on or about February 12, 2013. The Qualifying Transaction is expected to close shortly thereafter and trading in the Resulting Issuer Shares is expected to commence on the TSX Venture Exchange following closing, under the symbol "PTG", once all of the requirements of TSX Venture have been met.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSX Venture Exchange (the "TSXV"). The Qualifying Transaction cannot close until the required approvals are obtained. Additionally, the Consolidation is also subject to the approval of the TSXV. There can be no assurance that the Qualifying Transaction or the Consolidation will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Acme should be considered highly speculative.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Acme nor Pivot will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Acme.
The securities of Pivot being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for the sale of securities in the United States.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the proposed Qualifying Transaction and or approved or disapproved the contents of this press release.
Acme Capital Corporation
President, Chief Executive Officer, Chief Financial Officer
Pivot Acquisition Corp.
Chief Executive Officer
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