CALGARY,
June 28, 2013 /CNW/ - Galvanic
Applied Sciences Inc. ("Galvanic") (TSXV:GAV) announces that
1756349 Alberta Ltd. (the "Offeror") has commenced a formal
take-over bid (the "Offer") to acquire all of the outstanding
common shares of Galvanic at a price of $1.70 per share. The Offer represents a
premium of 6.3% to the market close price of $1.60 on June 24,
2013, the last trading day on which the common shares traded
on the TSX Venture Stock Exchange ("TSXV") prior to the
announcement by the Offeror of its intention to make the Offer, and
a premium of 10.4% to the volume weighted average trading price of
$1.54 per share over the 20 trading
days on which the common shares traded on the TSXV prior to the
announcement by the Offeror of its intention to make the Offer.
While Galvanic has not entered into any
agreement in respect of the Offer, Galvanic has been advised by the
Offeror that holders of approximately 67% of the common shares of
Galvanic (on a fully diluted basis) have entered in to lock-up
agreements in support of the Offer.
Pursuant to the Offer, Galvanic shareholders
will be entitled to receive $1.70 in
cash for each Galvanic common share they own. The Offer is subject
to a number of conditions, including certain restrictions on
Galvanic's business, a requirement that Galvanic continue to hold
cash and cash equivalents of not less than $9,000,000, which amount shall be comprised of
not less than $8,000,000 in cash,
with the balance in cash equivalents and that a minimum of 66 2/3%
of the outstanding Galvanic common shares are tendered to the
Offer.
The Offer is open for acceptance until
4:00 p.m. (Calgary time) on August
6, 2013, unless the Offer is extended or withdrawn.
The Board of Directors of Galvanic is
considering the Offer and has appointed a special committee to
review the terms of the Offer. The Board of Directors will
determine whether to recommend acceptance or rejection of the
Offer, or determine not to make a recommendation, in a directors'
circular, which will be mailed to shareholders on or prior to
July 12, 2013. The special committee
of the Board of Directors has engaged MNP LLP as financial advisors
to assist in their consideration of the Offer and to prepare a
fairness opinion in respect of the consideration offered to Gavanic
shareholders.
The formal offer to purchase and take-over bid
circular as well as the related letter of transmittal and notice of
guaranteed delivery (collectively, the "Offer Documents"),
containing the terms and conditions of the Offer and instructions
for tendering Galvanic shares are in the process of being mailed to
Galvanic shareholders. These documents were filed today with the
applicable securities regulators and are available on SEDAR at
www.sedar.com under Galvanic's profile.
The depositary for the Offer is Computershare
Trust Company of Canada
("Depositary"). Questions and requests for assistance or requests
for additional copies of the Offer Documents, may be directed to
the Depositary at 1-800-564-6253
(corporateactions@computershare.com).
About Galvanic Resources Ltd.
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.
The TSX Venture Exchange has not reviewed
and does not accept 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 is not historical fact and generally, but not always,
are identified by the use of forward-looking terminology such as
"plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "projects",
"potential", "believes" or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"would", "should", "might" or "will be taken", "occur" or "be
achieved" or the negative connotation. 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.