CALGARY,
Aug. 7, 2013 /CNW/ - Galvanic Applied
Sciences Inc. ("Galvanic") (TSXV:GAV) announces today that it has
been informed that 1756349 Alberta Ltd. (the "Offeror") has taken
up 11,719,049 common shares of Galvanic deposited under the
Offeror's previously announced offer to acquire all of the issued
and outstanding common shares of Galvanic (the "Offer"). The
Offer has now expired and, after giving effect to the take-up and
payment of such 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.
In accordance with the terms of the Offer,
concurrently with take-up and payment for the Galvanic common
shares, each of the current directors of Galvanic will resign and
Timothy Briglin, Drew Sawyer, Eric
Mara and Jorge Calderon, each
a director of the Offeror, will be appointed as directors of
Galvanic.
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. The Offeror has also
announced its intentions to complete a subsequent acquisition
transaction prior to the end of September
2013. In this regard, Galvanic intends to mail an
information circular to its shareholders in the coming weeks.
Galvanic intends to cause the Galvanic common
shares to be de-listed from the TSX Venture Exchange as soon as
practicable and to apply to the securities regulatory authorities
for Galvanic to cease to be a reporting issuer.
Galvanic 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.
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: 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.
Galvanic 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 Galvanic 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 the Offeror, 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 Galvanic'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. Galvanic 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.
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.
SOURCE Galvanic Applied Sciences Inc.