VANCOUVER, May 16, 2017 /CNW/ - Nuri Telecom Company
Limited ("Nuri") announced today that, in addition to the
47,887,785 common shares ("Apivio Shares") of Apivio
Systems Inc. ("Apivio") acquired by 1101324 B.C. Ltd. (the
"Offeror"), a wholly-owned subsidiary of Nuri, as of the
expiry of the initial deposit period for the Offeror's offer (the
"Offer") on May 2, 2017, the
Offeror has acquired 1,978,988 Apivio Shares during the mandatory
10-day extension of its Offer that expired at the close of business
on May 12, 2017. Taken together
with the 2,642,176 Apivio Shares purchased in the market by the
Offeror during the course of the Offer, the Offeror now holds
52,508,949 Apivio Shares representing approximately 95.6% of the
outstanding Apivio Shares.
With over 90% of the outstanding Apivio Shares, excluding shares
owned by the Offeror, having been tendered to the Offer, the
Offeror intends to commence the process to exercise its statutory
rights under the compulsory acquisition provisions of s. 300 of the
Business Corporations Act (British
Columbia) to acquire the 2,425,587 Apivio Shares not
tendered to the Offer (the "Remaining Shares"). Under the
terms of the compulsory acquisition, the holders of Remaining
Shares will be offered the same $0.45
in cash offered under the Offer for each Remaining Share.
Shareholder Questions
If Apivio Shareholders have any questions regarding the Offer or
require assistance with tendering Apivio Shares, please call the
Information Agent and Depositary for the Offer, Laurel Hill
Advisory Group, toll free in North
America at 1-877-452-7184 (+1-416-304-0211 outside
North America), or by email at
assistance@laurelhill.com.
About the Offer to Apivio Shareholders
Full details of the Offer are contained in the offer to purchase
and associated take-over bid circular dated January 17, 2017 (the "Original Offer to
Purchase and Circular"), as amended, varied and supplemented by
the notice of change and variation dated April 21, 2017 (the "Notice of Variation")
and the Notice of Extension dated May
3, 2017. Those documents are available under Apivio's
profile at www.sedar.com and on the Offeror's website at
www.ApivioOffer.com. Apivio Shareholders are urged to read the
Original Offer to Purchase and Circular, the Notice of Variation,
the Notice of Extension, the Letter of Transmittal and the Notice
of Guaranteed Delivery for the Offer (collectively, the "Offer
Documents") and to consider the important information set out
in those documents. Copies of the Offer Documents may be obtained
free of charge at www.sedar.com (under Apivio's profile) and may
also be obtained free of charge upon request from Laurel Hill
Advisory Group ("Laurel
Hill") at the numbers and email address shown below
under the heading "Advisors to the Offeror".
Advisors to the Offeror
The Offeror has engaged PI Financial Corp. to act as its
financial advisor. Norton Rose Fulbright Canada LLP is acting as
the legal advisor in connection with the Offer.
Laurel Hill has been retained as
the Information Agent and Depositary for the Offer. Apivio
Shareholders may contact Laurel Hill
by telephone at 1-877-452-7184 (Toll Free in North America) or 1-416-304-0211 (Collect
Outside North America) or by email at
assistance@laurelhill.com.
About Nuri
Nuri is a provider of next generation communication technology
for the Internet of Things ("IoT") and the Smart Grid
industry. Nuri is a global leader in providing end-to-end advanced
metering infrastructure solutions that save consumers money and
help utilities to run a network infrastructure that's proven,
reliable, future-proof and fully standardized. Nuri's core product
offering is a communication solution for smart meters, AiMiR, which
provides automatic meter readings of electricity, water, gas and
other measurements and delivers gathered data through a variety of
networks in real time. AiMiR helps consumers and utility companies
manage their resource consumption by providing real time
information, accommodating their resource distribution to optimum
levels for both short term and long term infrastructure needs.
To date, Nuri has deployed its communication systems to over two
million households and businesses in 19 countries worldwide, and
that number continues to grow each day through large-scale
deployments in commercial, industrial, and residential markets.
With a growing list of global customers, Nuri is expanding its
customer base throughout Asia,
Europe and Africa. Recently, Nuri has won US$79 million Soria projects in Norway and US$12
million ECG projects in Ghana.
Neither the 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 news release.
This news release does not constitute an offer to buy or
the solicitation of an offer to sell any of the securities of the
Offeror, Nuri or Apivio.
Forward-Looking Information Cautionary Statement
This news release contains certain forward-looking information
(referred to herein as "forward-looking statements").
Forward-looking statements are often, but not always, identified by
the use of words such as "anticipate", "believe", "plan",
"scheduled", "intend", "objective", "continuous", "ongoing",
"estimate", "expect", "may", "will", "project", "should", or
similar words suggesting future events, circumstances or outcomes.
In particular, this news release contains forward-looking
information concerning a contemplated compulsory acquisition
process to acquire Apivio Shares not tendered to the Offer.
Forward-looking statements are based upon the opinions and
expectations of management of Nuri as at the effective date of such
statements. Although Nuri believes the expectations reflected in
such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that those expectations will
prove to have been correct. Forward-looking statements are subject
to certain risks and uncertainties that could cause actual events
or outcomes to differ materially from those anticipated or implied
by such forward-looking statements. These risks and uncertainties
include, but are not limited to, such things as changes in general
economic conditions in Canada,
fluctuations in currency and interest rates and fluctuations in
market prices for the publicly traded securities of Apivio,
non-fulfillment of conditions of the Offer and new laws and
regulations (domestic and foreign).
Having regard to the various risk factors, readers should not
place undue reliance upon the forward-looking statements contained
in this news release and such forward-looking statements should not
be interpreted or regarded as guarantees of future
outcomes.
The forward-looking statements contained in this news release
are made as of the date hereof and Nuri does not undertake any
obligation to update or to revise any of the included
forward-looking statements, except as required by applicable
securities laws in force in Canada. The forward-looking statements
contained in this news release are expressly qualified by this
cautionary statement.
SOURCE Nuri Telecom Company Limited