ForceLogix Technologies Inc. Announces Definitive Agreement to Sell the Operating Assets of Its U.S. Based Subsidiary to Callidu
24 Dicembre 2010 - 8:20PM
Marketwired
ForceLogix Technologies Inc. (TSX-V: FLT) (the "Company") today
announced that it has signed a definitive agreement with Callidus
Software Inc. ("Callidus") in which, ForceLogix, Inc., the
Company's wholly owned operating subsidiary, will sell all of its
assets, including its products, technology, intellectual property,
customer contracts and other resources for a purchase price of
$3,750,000 USD. Callidus is considered to be at arm's length to the
Company.
$3,000,000 USD of the purchase price is payable in cash at
closing and the balance shall be subject to an escrowed holdback
for a 6 month period pending the clearance of certain indemnities
and meeting certain renewal targets for the Company's software.
The transaction is considered to be a significant disposition
under TSX Venture Policies and as such requires regulatory
approval. The transaction also contemplates the sale of all or
substantially all of its assets, and therefore obtaining two-thirds
majority approval of the Company's shareholders under the
prevailing corporate statute. Another significant condition of the
transaction is that the Company must convert a minimum of 80% of
the unsecured creditors to equity at a price equal to $0.05 per
share.
The majority of the purchase price will go to pay secured
creditors of the Company and to cover the expenses related to the
completion of the transaction. JP Funding, LLC, a company related
to a director of the Company will be entitled to receive a
$1,125,000 USD break fee for the early termination of a service
agreement as part of the payment to secured creditors. The balance
of the funds will continue to be held by the Company and used to
maintain regulatory compliance.
Concurrent with the completion of the transaction, the Company
will also apply to be listed on the NEX where it intends use a
portion of the balance of the purchase price proceeds to source and
acquire another business with a view to reactivating the
Company.
"Neither 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. This news release may contain
forward-looking statements. Forward-looking statements address
future events and conditions and therefore, involve inherent risks
and uncertainties. Actual results may differ materially from those
currently anticipated in such statements. Such information is
subject to known and unknown risks, uncertainties and other factors
that could influence actual results or events and cause actual
results or events to differ materially from those stated,
anticipated or implied in the forward-looking information. Readers
are cautioned not to place undue reliance on forward-looking
information, as no assurances can be given as to future results,
levels of activity or achievements."
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