CALGARY, Aug. 7, 2013 /CNW/ - 1756349 Alberta Ltd. (the "Offeror")
announces that it has been successful in its bid to acquire Galvanic
Applied Sciences Inc. ("Galvanic") under its previously announced offer
to acquire all of the issued and outstanding common shares of Galvanic
(the "Offer"). A total of 11,719,049 common shares of Galvanic were
validly deposited at the expiry time of the Offer. The Offeror has
taken up all of the deposited common shares and intends to pay for such
shares as soon as possible, but in any event no later than Friday,
August 9, 2013. The Offer has now expired and, accordingly, after
giving effect to the take-up and payment of the Galvanic common shares,
the Offeror will hold 11,719,049 Galvanic common shares, representing
approximately 69.7% of the issued and outstanding common shares of
Galvanic. Galvanic shareholders who tendered to the Offer will receive
$1.70 in cash for each Galvanic common share tendered.
The Offeror intends to complete a subsequent acquisition transaction
prior to the end of September 2013. Under such transaction, the
consideration payable per Galvanic common share will be the same as the
consideration paid by the Offeror per Galvanic common share under the
Offer. Galvanic has advised the Offeror that it intends to mail an
information circular to its shareholders in the coming weeks.
The Offeror has also been advised by Galvanic that it intends to cause
the Galvanic common shares to be de-listed from the TSX Venture
Exchange ("TSX-V") as soon as practicable and to apply to the
securities regulatory authorities for Galvanic to cease to be a
reporting issuer.
The Offeror made its Offer on June 28, 2013 when it mailed a take-over
bid circular to Galvanic shareholders. The deposit period under the
Offer expired at 4:00 p.m. (Toronto time) on August 6, 2013.
Forward-Looking Statements. This release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The use
of any of the words "expect", "anticipate", "continue", "estimate",
may", "will", "should", believe", "intends", "forecast", "plans",
"guidance" and similar expressions are intended to identify
forward-looking statements or information. More particularly and
without limitation, this news release contains forward-looking
statements and information concerning the anticipated timing for:
payment for the Galvanic common shares taken up by the Offeror, mailing
the information circular in respect of a subsequent acquisition
transaction, completion of a subsequent acquisition transaction by the
Offeror, de-listing the common shares of Galvanic from the TSX-V and
submission of an application for Galvanic to cease to be a reporting
issuer.
The Offeror has provided such forward-looking statements and information
in reliance on certain assumptions that it believes are reasonable at
this time, including assumptions as to the ability of the Offeror to
complete the subsequent acquisition transaction and the ability of
Galvanic to fulfil all conditions necessary to de-list and to cease to
be a reporting issuer. The dates reflected in the forward-looking
statements and information may change for a number of reasons,
including the need for additional time to: prepare the information
circular, hold a shareholders' meeting to approve the subsequent
acquisition transaction and satisfy the conditions to de-list and cease
to be a reporting issuer. Accordingly, readers should not place undue
reliance on the forward-looking statements and information contained in
this news release concerning these times.
Although the Offeror believes that the expectations reflected in such
forward-looking statements and information are reasonable, it can give
no assurance that such expectations will prove to be correct. Since
forward-looking statements and information address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results may differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, actions taken by Galvanic, actions
taken by shareholders in respect of the subsequent acquisition
transaction, failure to obtain necessary approvals or otherwise fulfill
all conditions necessary to complete the subsequent acquisition
transaction, de-list and cease to be a reporting issuer and legislative
or regulatory changes. Readers are cautioned that the foregoing list
of factors is not exhaustive.
The forward-looking statements and information contained in this news
release are made as of the date hereof for the purpose of providing the
readers with the Offeror's expectations in respect of the acquisition
of Galvanic by the Offeror. The forward-looking statements and
information may not be appropriate for other purposes. The Offeror
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by
applicable securities laws.
SOURCE: Galvanic Applied Sciences Inc.
