VANCOUVER, BC—(Marketwired – June 13, 2017) – Nuri Telecom Company Limited (“Nuri“) announced today that, following the take–up and payment of 49,866,773 common shares (“Apivio Shares“) of Apivio Systems Inc. (“Apivio“) pursuant to the previously announced takeover offer (the “Offer“) by Nuri's wholly–owned subsidiary 1101324 B.C. Ltd. (the “Offeror“), the Offeror has today mailed a notice of compulsory acquisition (the “Notice of Compulsory Acquisition“) to all remaining holders of Apivio Shares in accordance with the compulsory acquisition provisions in the Business Corporations Act (British Columbia) (“BCBCA“) (the “Compulsory Acquisition“).
Under the terms of the Compulsory Acquisition, and subject to the terms of the BCBCA, the holders of all the remaining Apivio Shares not currently owned by the Offeror (“Remaining Shareholders“) will be entitled to receive the same consideration per share as paid under the Offer, being $0.45 in cash per share. Further details are provided in the Notice of Compulsory Acquisition, filed under the Apivio profile on SEDAR at www.sedar.com.
In order to receive payment for their shares, Remaining Shareholders must submit the letter of transmittal circulated with the Notice of Compulsory Acquisition along with all certificates representing their shares to Laurel Hill Advisory Group. The Offeror intends to pay the cash consideration for the remaining Apivio Shares on or about August 15, 2017. Remaining Shareholders are requested to complete and return the letter of transmittal before August 14, 2017.
Apivio Shares are expected to be delisted from the TSX Venture Exchange on or about June 16, 2017.
If Remaining Shareholders have any questions regarding the Notice of Compulsory Acquisition or require assistance with depositing Remaining Shares, please call the Depositary, 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 email@example.com.
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 Compulsory Acquisition.
Laurel Hill Advisory Group has been retained as Depositary for the Compulsory Acquisition. Remaining Shareholders may contact Laurel Hill Advisory Group 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 firstname.lastname@example.org.
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 the payment for Remaining Shares deposited under the Notice of Compulsory Acquisition, including the timing thereof, and the delisting of Apivio Shares from the TSX Venture Exchange.
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 and elsewhere 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.