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.
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