ForceLogix Technologies Inc. Updates the Status of the Proposed Sale of ForceLogix, Inc. to Callidus Software Inc.
15 Gennaio 2011 - 12:20AM
Marketwired
ForceLogix Technologies Inc. (TSX VENTURE: FLT) (the "Company")
wishes to update its December 23, 2010 news release and provide
additional information on the proposed sale of the Company's wholly
owned operating subsidiary, ForceLogix, Inc. (the "US Subsidiary").
The sale of the US Subsidiary is considered under corporate law
to be the sale of all or substantially all of the undertaking of
the Company and requires a special resolution ( 2/3 majority of
votes cast) of the holders of the Company's common shares
("Shareholders"). The Asset Purchase Agreement also contains other
covenants and conditions that also require approval of the
Shareholders. As such, the Company has set a date for a special
meeting of its Shareholders for February 18, 2011 at which the
Shareholders will be asked to consider and, if appropriate,
approve: a) a special resolution to sell all or substantially all
of the undertaking of the Company (the "Asset Sale"); b) approve an
ordinary resolution by disinterested shareholders the termination
of the Management and Operations Agreement dated November 18, 2010
between JP Funding, LLC ("JPF") and ForceLogix Inc. and the payment
of the termination fee thereunder (the "Management Agreement"); and
c) the change of the name of the Company back to Courtland Capital
Corp., or such other name as may be approved by the Board or any
regulatory authority having jurisdiction.
JPF is a company controlled by John Prinz, a director and
shareholder of the Company. Mr. Prinz is excluded from voting on
the resolution to approve the termination of the Management
Agreement and the payment of the $1,125,000 termination fee. JPF is
a secured creditor of the US Subsidiary.
In anticipation of the Shareholder meeting, the Company has
prepared an information circular which sets out the particulars of
the Asset Sale and the related transactions. The notice of the
meeting, information circular and proxy is expected to be mailed to
Shareholders on or about January 21, 2011.
The Asset Sale is a significant disposition under TSX Venture
Exchange Policies and as such requires regulatory approval. The
Company must also obtain regulatory approval for a shares for debt
transaction to settle certain unsecured debts owed by the Company
and the US Subsidiary at a price of $0.05 per common share. The
Company is also seeking regulatory approval to change the name of
the Company. The Company is expecting to file the necessary
applications and supporting documentation with the Exchange next
week. Upon obtaining conditional approval for the Asset Sale and
related transactions the Company will proceed with the mailing of
the proxy materials.
The Company is also requesting that its listing be transferred
to NEX following completion of the Asset Sale and related
transaction. Providing the Company is in compliance with all
applicable securities rules and policies it is expected that the
Company's common shares will trade on the NEX. Assuming that the
requisite shareholder approval is obtained, then after paying the
secured creditors, including the termination fee to JPF, and
certain unsecured creditors of the Company, the Company intends to
use a the balance of the purchase price proceeds from the Asset
Sale to maintain its regulatory compliance while on NEX and to
source and acquire another business with a view to reactivating the
Company.
It is expected that the common shares of the Company will resume
trading on the TSX Venture Exchange subsequent to the issuance of
this news 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."
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.
Contacts: ForceLogix Technologies Inc. Nick Blair 847 327
0306
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