TimelineIn the MD&A filed yesterday on SEDAR, UCU states the following:
"In summary, as of August 2019, there are three separate ongoing civil litigation matters between IBC and Ucore. The litigation in Utah also involves several officers and a director of Ucore as parties to the claims. These matters are:
1. A matter initiated in December 2018 pursuant to an application by Ucore in Halifax, Nova Scotia, Canada. This matter is expected to convert to an action. Ucore’s lead legal counsel for this matter is Cox & Palmer in Halifax, NS.
2. A matter initiated in January 2019 pursuant to a complaint by IBC in Salt Lake City, Utah, USA. Ucore’s lead legal counsel for this matter is Dorsey & Whitney LLP in Salt Lake City, Utah.
3. A second matter initiated in February 2019 pursuant to a complaint by IBC in Salt Lake City, Utah, USA. Ucore’s lead legal counsel for this matter is Dorsey & Whitney LLP in Salt Lake City, Utah." [p.9 and 10]
To be honnest with everyone, with the amount of information posted on the Board, on CEO.ca, on SEDAR, and with the multiplication of proceedings, I have lost track of where Ucore is at in terms of legal actions. But I have a few questions:
- Do I understand that we are still waiting on a jurisdiction ruling?
- Will this potential ruling apply to all three legal actions mentioned above or do we need to wait for different rulings on the various cases?
- Will a NS ruling be automatically applicable to legal proceedings in Utah?
- Once the jurisdiction question is settled once and for all, what is the next debate? Is it the validity of the OTP Agreement in itself (or if the agreement was terminated? or whether the conditions to the application of the agreement were met?);
- Some people referred to the hope of having "resolution" by the end of this year. Were those people referring to the jurisdiction issue or the whole dispute concerning the ownership of IBC?
If, I presume that the OTP is valid and binding and that Ucore exercised its power under the agreement properly, The MD&A seems to described a due diligence process to examine IBC's operation and financial records and another round of potential dispute between the parties:
"On February 14, 2019, the Company issued and announced the Notice of Commencement (“NOC”) to purchase IBC. The delivery of the NOC initiates a 60-day period review during which the Company has the right to conduct a detailed due diligence review of IBC’s operations and financial records (the “Due Diligence”). At any time during this review the Company has the right to issue to IBC a Notice of Positive Due Diligence (“NOP”), which triggers the closing process designed to transfer ownership of the controlling stake in IBC to the Company (the “Closing Process”).
The Closing Process comprises a 60-day period in which the parties are required to complete a purchase agreement (the “Purchase Agreement”) to affect the transfer of ownership of IBC to Ucore (the “Purchase Transaction”).
If for any reason the Parties cannot agree on the terms of a Purchase Agreement; Ucore shall have the right in its sole discretion to:
i. Arbitration – Require the Parties to submit to binding arbitration proceedings where the arbitrator will resolve any disputes and/or, if requested by Ucore, will select the most reasonable terms for the Purchase Agreement and support documents based upon the intent of the OTP Agreement;
ii. Continuance – Continue the OTP Agreement until such time as a mutually agreeable Purchase Agreement and support documents can be arrived at between the Parties; or iii. Termination – Terminate the OTP Agreement immediately with no further obligations by Ucore." I have a few other question:
- What are the terms that could be problematic, as referred to in the MD&A and written above? I did not think that more negociations were needed to complete the purchase of IBC.
- Do we have any indication that IBC's representatives will, at some point, stop the judicial battle and start negotiating?
- Does UCU need IBC's personnel to use IBC's technology?
- Is the ownership of IBC technology a condition precedent for UCU to obtain financing from AIDEA?
Sorry for the long post and GLTA,
Moulouk