VANCOUVER, May 10, 2017 /CNW/ - Apivio Systems Inc.
("Apivio" or the "Company") (TSXV: APV) previously
announced a notice of change in the recommendation set forth in its
directors' circular dated February 1,
2017 to recommend that shareholders tender their shares and
accept a revised offer from Nuri Telecom Company Limited
("Nuri") to purchase all of the outstanding common shares of
Apivio at a price of CAD$0.45 per
share (the "Revised Offer").
The Company reports today that, as of the initial deadline to
tender on May 2, 2017, a total of
87.14% of all shares had been tendered. The Company understands
that Nuri took up and paid for such shares on May 8, 2017. By press release dated May 3, 2017, Nuri announced that it was extending
the deadline to tender any further shares to May 12, 2017 at 5:00 pm
ET, which constitutes the minimum extension period required
under securities laws.
As set out in Nuri's takeover bid circular dated January 17, 2017 ("the Nuri Circular"),
Nuri is under no obligation to complete a Compulsory Acquisition or
Subsequent Acquisition Transaction to acquire the shares that have
not been deposited and has provided no assurances that they will do
so.
If Nuri does not acquire 100% of the shares pursuant to its
offer for the Company, then any shareholders who have not tendered
may remain shareholders of Apivio. As a result, shareholders may be
subject to certain risks including but not limited to the
following:
- Inability to exercise control over matters requiring
shareholder approval due to the concentration of ownership by
Nuri;
- Inability to meet continued listing requirements under TSX
Venture Exchange ("TSXV") rules, including having at minimum
150 public shareholders, resulting in a possible delisting from the
TSXV;
- Delisting of Apivio's shares on any exchange would reduce the
liquidity of the market for the shares, which would reduce the
price of and increase the volatility of the price of the shares;
and
- The possibility that the Company may cease to be a reporting
issuer if it has less than 50 beneficial owners, which would
eliminate significant disclosure requirements regarding information
about the Company.
Accordingly, the Board of Directors of Apivio STRONGLY
RECOMMENDS that all shareholders tender their shares prior to
the deadline of 5:00 p.m. ET on
May 12, 2017 if they wish to avoid
becoming minority shareholders in the Company.
Full details of the Revised Offer and the related documents are
available on the Apivio website at www.apivio.com and at
www.sedar.com.
To accept the Revised Offer, Apivio shareholders must tender
their shares. Please contact D.F.
King for instructions, in North
America toll-free at 1-800-845-1507 (outside North America 1-201-806-7301) or via e-mail at
inquiries@dfking.com.
About Apivio Systems
Apivio Systems Inc. is a Canadian technology company principally
engaged in the design, development, marketing, and sale of
communications equipment and software. It has a wholly-owned
Korean subsidiary with an established track record of supplying
VoIP telephone equipment and other products to major Korean and
international telecommunications carriers.
Apivio shares trade on the TSX Venture Exchange under the symbol
"APV". Electronic copies of our financial statements, press
releases, and other public information are available on our website
at www.apivio.com.
This press release has been prepared by Apivio Systems
Inc. Neither the TSX Venture Exchange nor its Regulation
Service Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statements
Except for the historical and present factual information
contained herein, the matters set forth in this news release,
including words such as "expects", "projects", "plans" and similar
expressions, are forward-looking information that represents
management of Apivio's internal projections, expectations or
beliefs concerning, among other things, future operating results
and various components thereof or the economic performance of
Apivio. The projections, estimates and beliefs contained in such
forward looking statements necessarily involve known and unknown
risks and uncertainties, which may cause Apivio's actual
performance and financial results in future periods to differ
materially from any projections of future performance or results
expressed or implied by such forward-looking statements. These
risks and uncertainties include, among other things, those
described in Apivio's filings with the Canadian securities
authorities. Accordingly, holders of Apivio shares and potential
investors are cautioned that events or circumstances could cause
results to differ materially from those predicted.
SOURCE Apivio Systems Inc.