CALGARY, Aug. 2, 2013 /CNW/ - Galvanic Applied Sciences Inc.
("Galvanic") (TSXV:GAV) confirms that the Board of Directors of
Galvanic has been made aware of a press release issued late Thursday
August 1, 2013 by Jaguar Financial Corporation (TSX:JFC) (the "Jaguar
Press Release") in respect of a potential offer for the shares of
Galvanic ("Galvanic Shares"). The Board of Directors has been advised
that the Jaguar Press Release does not constitute an offer or take-over
bid pursuant to applicable securities laws. The Jaguar Press Release
itself indicates that it "does not constitute an offer to buy or an invitation to sell, or the
solicitation of an offer to buy or invitation to sell, any securities
of Jaguar or Galvanic. Such an offer may only be made pursuant to an
offer and takeover bid circular filed with the securities regulatory
authorities in Canada and pursuant to registration or qualification
under the securities laws of any other such jurisdiction." The Board confirms it has not been contacted by Jaguar Financial
Corporation directly.
The Board of Directors refers Galvanic shareholders to its press release
dated July 12, 2013, which sets forth its recommendation to tender to
the fully funded 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 Offer is open for acceptance until 4:00 p.m
(Toronto time) on August 6, 2013, unless withdrawn or extended.
The Board of Directors refers shareholders to 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 issued by
MNP LLP (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.
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 Exchange)
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.
Helen Cornett, Chief Executive Officer, Telephone: (403) 252-8470, Fax: (403) 255-6287, email: info@galvanic.com, website: www.galvanic.com.