GA Capital and TayCon Capital Sign Agreement to Merge CPC's
03 9월 2009 - 10:00PM
Marketwired
GA Capital Corp. ("GA Capital") (TSX VENTURE: GAC.P) and TayCon
Capital Corporation ("TayCon") (TSX VENTURE: TYC.P) announced today
that they have signed an agreement (the "CPC Combination
Agreement") to merge their respective CPC's. Following completion
of the merger, the combined company ("CPC Amalco") is expected to
have net cash assets of in excess of $1.3 million to pursue a
suitable qualifying transaction (as defined in TSX Venture Exchange
policies). CPC Amalco will have 12 months from the date of the
merger in which to complete its qualifying transaction.
The CPC Combination Agreement provides that the merger will be
completed by way of statutory amalgamation with each common share
of GA Capital being exchanged for one common share of CPC Amalco
and each common share of TayCon being exchanged for 1.3907 common
shares of CPC Amalco. The exchange ratio is based on the unaudited
net cash of each of the merging companies at July 31, 2009. It is
anticipated that following the merger, CPC Amalco will have
approximately 14.4 million common shares outstanding of which
approximately 59% will be held by former shareholders of GA Capital
and approximately 41% will be held by former shareholders of
TayCon. It is anticipated that all outstanding incentive stock
options of both companies will be cancelled in connection with the
merger and that new options, equal to 10% of the number of
outstanding shares of CPC Amalco following completion of the
merger, will be granted to CPC Amalco directors and officers under
a new option plan for CPC Amalco. Subject to regulatory approval,
all options will have a term of 5 years and will be exercisable at
a price of $0.20 per CPC Amalco share. The following persons are
intended to serve as directors and officers of CPC Amalco (with
their current affiliation in brackets): Morgan Cowl, Chief
Executive Officer and Director (TayCon); Bradley Kipp, Chief
Financial Officer (GA Capital); Paul Smith, Secretary (TayCon);
Michael Gerrior, Treasurer (TayCon); Stephen Headford, Director
(TayCon); Robert Cummings, Director (TayCon); J. Allan Ringler,
Director (GA Capital); George Duguay, Director (GA Capital); Joseph
Hamilton, Director (GA Capital);Kevin Reed, Director (GA Capital)
and George Elliot, Assistant Secretary (GA Capital).
The transaction is subject to a number of conditions, including:
(i) the approval of disinterested shareholders of both companies
and all necessary regulatory approvals and consents having been
received; (ii) conditional listing of the common shares of CPC
Amalco on the TSX Venture Exchange; and (iii) the completion of the
transaction on or before December 15, 2009. Subject to TSX Venture
Exchange approval, either party may be required to pay a break fee
of $250,000 in certain circumstances should the merger transaction
not proceed.
It is anticipated that, subject to the receipt of all necessary
shareholder and regulatory approvals, the transaction will be
completed in November 2009.
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: GA Capital Corp. J. Allan Ringler President & CEO
(647) 330-4711 Email: alringler@bell.net TayCon Capital Corporation
Morgan Cowl President & CEO (416) 704-0660 Email:
tayconcapital@sympatico.ca
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