Does this make you feel better after investing in Petscan technology and knowing that the CEO is taking the technology private in his own company in return to you of shares in another of his companies that has nothing at all to do with the high tech you invested in?
Zecotek still working on Birdview buy, financings
2020-05-25 20:29 ET - News Release
Mr. Sergei Tsakunov reports
ZECOTEK PHOTONICS REPORTS CORPORATE UPDATE
Zecotek Photonics Inc., further to its news release dated Dec. 19, 2019, and the annual general meeting held on Feb. 13, 2020, has provided a corporate update to the restructuring of its business and letter agreement to acquire Birdview Insight Inc. As the company adjusts to the new realities of the COVID-19 pandemic, the safety and welfare of employees, consultants and contractors are a top priority, and while adjustments have been made to business operations and way the company operates, management continues to be focused on moving the company forward and completing the complicated transaction.
On Dec. 19, 2019, the company announced it had entered into an arm's-length non-binding letter agreement with Birdview Insight Inc., a private developer of project management software with operations based in Vancouver, B.C. Pursuant to the letter agreement, Zecotek has agreed to acquire 100 per cent of the outstanding shares of Birdview in consideration for 38 million postconsolidation shares of the company. The transaction is expected to constitute a reverse takeover under the rules and policies of the TSX-V.
Completion of the transaction is subject to a number of conditions, including, but not limited to, obtaining adequate financing, satisfactory due diligence by Zecotek, compliance with applicable securities laws, dispositions of the imaging and displays divisions, compliance with Multilateral Instrument 61-101 (as described below), and receipt of TSX-V approval. Further details relating to the transaction will be announced if a formal definitive agreement is executed or will otherwise be available in the information circular prepared in connection with the transaction.
On Feb. 13, 2020, the company received shareholder approval to undertake a one-for-40 consolidation of its common shares prior to closing of the transaction in order to facilitate the ownership percentages noted in the letter agreement.
The financings announced in the news release on Dec. 19, 2019, have not been closed due in part to the challenging business environment caused by the COVID-19 pandemic. Management is working diligently to raise the funds necessary to keep the company operational and finalize the restructuring transaction. Management and the scientific team remain committed to completing the transaction.
As a condition of the transaction calls for Zecotek to divest itself of its two operating subsidiaries, Zecotek Imaging Systems Singapore Pte. Ltd. (ZIS) and Zecotek Display Systems Singapore Pte. Ltd. (ZDS), to Zecotek Holdings Singapore Pte. Ltd., the company proposes to sell all of its shares in ZIS and ZDS in exchange for contingent value rights (CVRs) to be granted on a pro rata basis to shareholders of Zecotek in proportion to their shareholdings of Zecotek on a record date to be determined by Zecotek. The CVRs will permit shareholders of Zecotek, as of a predetermined record date for a special meeting that will be called to approve the dispositions, to receive the certain payments upon the occurrence of a merger and acquisition transaction undertaken by ZIS or ZDS, or their shareholders. The aggregate payment under the CVR (before any required tax withholdings) would be equal to 15 per cent of the total consideration received by ZIS or ZDS, or their respective shareholders, in connection with an M&A transaction undertaken within three years from closing of the sale of ZIS and ZDS.
About Birdview Insight Inc.
Birdview has developed and owns the award-winning project management platform known as BVDash. The platform combines the best features of the leading project management and communication tools into one platform, and creates a multipurpose system for users.