Galvanic board mails circular and recommends shareholders tender to offer

CALGARY, July 12, 2013 /CNW/ - Galvanic Applied Sciences Inc. ("Galvanic") (TSXV:GAV) confirms that the Board of Directors of Galvanic has unanimously voted to support the offer ("Offer") to acquire all of the outstanding common shares of Galvanic ("Galvanic Shares") at a price of CDN$1.70 per share made by 1756349 Alberta Ltd. (the "Offeror"), a corporation wholly-owned by Right Lane Capital LLC, 2SV Capital LLC and Tuckerman Capital IV, L.P.

The Special Committee of the Board of Directors of Galvanic has received a written opinion (the "Fairness Opinion") from its financial advisor, MNP LLP, that the consideration to be received under the Offer is fair, from a financial point of view, to the shareholders of Galvanic. After a discussion of the Offer and review of the Fairness Opinion, the Special Committee recommended to the Board of Directors that it approve the Offer and recommend that shareholders accept the Offer.

The Board of Directors, based upon the unanimous recommendation of the Special Committee, and its own deliberations, has determined that the Offer price is fair to Galvanic shareholders from a financial perspective and that acceptance of the Offer is in the best interests of Galvanic. On this basis, it is recommending to Galvanic shareholders that they accept the Offer and tender their Galvanic Shares.

The Board of Directors is in the process of mailing today to the shareholders of Galvanic the Directors' Circular which sets forth the reasons for the recommendation of the Board of Directors, as well as the full text of the Fairness Opinion (including the analysis, assumptions, qualifications, limitations and considerations set forth therein). The Directors' Circular (including the Fairness Opinion) has been filed with the applicable securities regulators and is available on SEDAR at www.sedar.com under Galvanic's profile. Copies are also available for viewing at the offices of Galvanic at 7000 Fisher Road S.E., Calgary, Alberta T2H 0W3.

Certain shareholders of Galvanic, collectively holding an aggregate of 10,933,814 Galvanic Shares, and options (having an exercise price less than the Offer price) to purchase an aggregate of 370,000 Galvanic Shares, together representing approximately 67.24% of the outstanding Galvanic Shares on a diluted basis (assuming all Galvanic options are exercised), have entered into lock-up agreements pursuant to which they have agreed to tender all of their Galvanic Shares to the Offer.

The Offer is open for acceptance until 4:00 p.m (Toronto time) on August 6, 2013, unless withdrawn or extended.

The depositary for the Offer is Computershare Trust Company of Canada ("Depositary"). Questions and requests for assistance or requests for additional copies of the Directors' Circular or the formal offer documents of the Offeror (including the letter of transmittal and notice of guaranteed delivery), may be directed to the Depositary at 1-800-564-6253 (corporateactions@computershare.com).

About Galvanic Applied Sciences Inc.

Galvanic Applied Sciences Inc. is an innovative electronic technology company that develops instrumentation and manufactures equipment for the natural gas processing and distribution markets and liquids process markets. Products include analyzers for sulfur and BTU measurement in gases, electronic volume correctors and recorders used in combination with commercial natural gas meters, and tytrators, viscometers, suspended solids and turbidity analyzers for on-line liquid analysis.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Excahnge) accepts responsibility for the adequacy or accuracy of this release. The news release may contain forward-looking information. Actual future results may differ materially from those contemplated.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this news release contains forward-looking information under the provisions of Canadian securities laws. Forward-looking information is information that is not historical fact. Such information includes, without limitation, statements regarding expectations as to the minimum bid condition being met and the expiry time of the bid. This forward-looking information is subject to numerous risks, uncertainties and assumptions, certain of which are beyond the control of Galvanic and/or the Offeror, including risks relating to acquisitions, including, without limitation, conditions to the Offer not being satisfied. Other risks include the impact of general economic conditions; industry conditions; currency fluctuations; governmental regulation; competition from other industry participants; the lack of availability of qualified personnel or management; stock market volatility; the ability of the Offeror to complete or successfully integrate an announced the acquisition proposal; unexpected costs or unexpected liabilities related to the acquisition. Readers are cautioned that the material assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise. Actual results, performance or achievement could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Galvanic and/or the Offeror will derive therefrom. Galvanic disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise except as required by applicable securities laws.

SOURCE: Galvanic Applied Sciences Inc.