Apivio advises shareholers take no action re Nuri offer
2017-01-17 12:43 PT - News Release
Mr. Rob Bakshi reports
APIVIO SYSTEMS INC. RESPONDS TO NURI TELECOM'S ANNOUNCEMENT OF AN UNSOLICITED OFFER
Apivio Systems Inc. has advised shareholders not to take any action until further notice with respect to the announcement earlier today by Nuri Telecom Company Ltd. that it has launched an unsolicited offer to purchase all of the outstanding common shares of Apivio at a price of 40 cents per share, payable in cash.
Jason Donville, independent director of Apivio, said, "Consistent with its fiduciary duties, the board of directors will carefully review and evaluate the offer. We are commencing a process to solicit potential alternative transactions that may provide greater value to shareholders, and shareholders should wait for the outcome of that process before making any decision with respect to their Apivio common shares. We have established a special committee of independent directors to evaluate the Nuri offer and manage the value-maximization process. The special committee, together with its legal and financial advisers, will carefully and thoroughly evaluate the full spectrum of alternatives to maximize shareholder value and make a recommendation to the full board of directors of Apivio. The board must caution that such a process will not necessarily result in a transaction."
Apivio advises shareholders to not deposit any Apivio common shares to the Nuri offer and to not take any other action concerning the offer until shareholders have received further communications from the board of directors. As required by applicable securities laws, the board will issue a directors' circular that will contain important information for shareholders, including the board's recommendation regarding the offer. The directors' circular will also be filed on SEDAR and with Canadian securities regulators.
In addition to its legal counsel, Blake, Cassels & Graydon, LLP, Apivio has retained Haywood Securities Inc. as financial adviser to provide financial advice in connection with the offer and the value-maximization process.