Cell-Loc Location Technologies Inc. (TSX VENTURE:XCT) ("Cell-Loc") is pleased to
announce that it has entered into a share purchase agreement (the "Acquisition
Agreement") with among others, Walkervale Holdings, Inc. ("Walkervale") and
Ariovaldo Aprikian, a director of Cell-Loc, to acquire all of the issued and
outstanding shares (the "Acquisition") of CLTI, a Cayman company, in
consideration for the issuance of an aggregate of 16,205,883 common shares of
Cell-Loc (each, a "Cell-Loc Share") at a deemed issue price of $0.12 per
Cell-Loc Share.
About CLTI
CLTI's business is acting as the registered owner of all of the issued and
outstanding shares of X3 Telecomunicacoes E Equipamentos Ltda, ("X3") a
Brazilian company which operates a location beacon technology business,
primarily in the tracking of lost or stolen vehicles in Brazil. Currently,
Cell-Loc licenses certain intellectual property to X3 in connection with the
operation of X3's location beacon business in Brazil.
The following tables set forth certain selected management prepared unaudited
annual and interim financial and operational information of X3.
Selected Financial Data
($000 CAD) Six Months Year Ended Year Ended Year Ended
Ended December 31, December 31, December 31,
June 30, 2011 2010 2009 2008
(unaudited) (unaudited) (unaudited) (unaudited)
------------------------------------------------------------
Gross Revenues 1,935 4,847 4,534 3,907
EBITDA (146) (406) (264) (1,675)
Net Income
(Loss) (143) (1,799) (956) (4,033)
Total Assets 3,781 3,685 4,468 4,488
Bank Debt(1) (449) (393) (46) (83)
Working Capital
(deficit) (2,409) (3,340) (1,926) (1,001)
Note:
(1) Excludes intercompany debt between X3 and CLTI.
The Acquisition
The Acquisition will be effected pursuant to the Acquisition Agreement. The
Acquisition Agreement contains covenants, representations and warranties of and
from each of Cell-Loc, Walkervale and certain other minority shareholders of
CLTI (including Ariovaldo Aprikian) and various conditions precedent in favor of
each of the parties thereto.
Furthermore, in connection with the Acquisition, Cell-Loc has agreed to
conditionally backstop a personal guarantee (the "Personal Guarantee") currently
in place from Mr. Schocair in favour of an arm's length lender to X3 in the
amount of 1,500,000 Brazilian reais (approximately $867,000 Cdn) (the
"Backstop"). The current amount outstanding under the loan is approximately
1,000,000 Brazilian reais (approximately $580,000 Cdn). In the event the
Personal Guarantee is called by the lender, Cell-Loc shall at its sole option,
and in any event within 60 business days of receipt of notice of such event may,
at its sole option, choose to: (a) pay to Mr. Schocair a cash amount equal to
the dollar value of the amount Schocair is required to pay to the lender
pursuant to the Personal Guarantee; (b) transfer, register and assign all rights
to such number of ordinary shares of CLTI ("CLTI Shares") as is equal to the
dollar value of the amount Mr. Schocair is required to pay to the lender
pursuant to the Personal Guarantee (provided that in the event Cell-Loc elects
to transfer to Mr. Shcocair CLTI Shares and the dollar value of the amount Mr.
Schocair is required to pay to the lender pursuant to the Personal Guarantee as
a result of the default of X3 under the loan exceeds the value of all of the
CLTI Shares owned by Cell-Loc, Cell-Loc shall transfer, register and assign all
of the CLTI Shares owned by it to Mr. Schocair, in full and absolute
satisfaction of its obligations). In such event, Cell-Loc will own less, and
possibly substantially less, than 100% of the equity of CLTI; or (c) subject to
the receipt of all regulatory approvals, including the approval of the TSX
Venture Exchange ("TSXV"), issue to, or at the direction of Mr. Schocair, such
number of Cell Loc Shares (less the maximum discount permitted by the TSXV) as
is equal to the dollar value of the amount Schocair is required to pay to the
lender pursuant to the Personal Guarantee as a result of the default of X3 under
the Loan. Provided that, in all cases, the maximum amount Cell-Loc shall be
required to pay or provide to Mr. Schocair shall be limited to 1,500,000
Brazilian reais (approximately $870,000 Cdn). Additionally, pursuant to the
terms of the Acquisition Agreement, the parties have agreed that on or prior to
the date that is 6 months from closing, Cell-Loc shall: (i) use its reasonable
efforts to assume the Personal Guarantee; or (ii) take such other steps as are
required such that Alvaro Schocair ceases to have any obligations as guarantor
for the above mentioned loan.
Walkervale currently owns approximately 9.9% of the issued and outstanding
shares of Cell-Loc. Walkervale is indirectly owned and controlled by Alvaro
Schocair and Roberto Junqueira, each directors of Cell-Loc. Combined with each
of Mr. Schocair's and Mr. Junqueira's holdings, Mr. Schocair, Mr. Junqueira and
Walkervale (collectively, the "Walkervale Group") have current ownership,
control and direction over 4,424,666 Cell-Loc Shares representing approximately
12.3% of the issued and outstanding Cell-Loc Shares, on a non-diluted basis. As
the Acquisition of CLTI involves insiders of Cell-Loc, the Acquisition will
constitute a non-arm's length acquisition under the policies of the TSXV and
will be subject to disinterested shareholder approval at an upcoming annual and
special meeting of Cell-Loc shareholders which is anticipated to be held in
November 2011 (the "Meeting"). Accordingly, none of the Cell-Loc Shares owned or
controlled by the Walkervale Group or Ariovaldo Aprikian will be entitled to
vote on the resolution approving the Acquisition at the Meeting.
Reasons For The Acquisition
Cell-Loc believes that the Acquisition will result in a streamlined and
efficient business that is able to realize significant benefits by integrating
the businesses of each of Cell-Loc and X3 into one corporate organization. As
Cell-Loc currently licenses certain intellectual property to X3, Cell-Loc
believes that the combination of each of the businesses is the final step
towards the re-integration of each of these enterprises which is expected to
provide Cell-Loc with additional revenue streams, realize various synergies and
allow the company to pursue additional business opportunities.
The acquisition of CLTI is strategic to the growth of Cell-Loc. The key drivers
for Cell-Loc associated with this transaction consist of the following:
-- X3 has an active Cellocate Network which covers over 1,500 square
kilometers in Sao Paulo, Brazil which provides Cell-Loc with immediate
access to a large and diverse customer base and potential business
opportunities. The purchase price for CLTI is attractive when compared
to the cost to deploy a similar Cellocate Network. It also provides
immediate access to an operating network whereas a new network would
require a minimum of 12 months to deploy.
-- X3 has management team and staff including technical support and a call
center. This provides Cell-loc with an operational structure and
expertise to focus on immediate business development.
-- X3 currently has more than 30,000 customers utilizing its vehicle
tracking and stolen vehicle recovery services. X3 has established a
strong presence in the Brazil market and customer growth is directly
correlated with increased recovery rate of stolen vehicles. X3 has
started manufacturing Beacon 7 to provide a lower cost, higher
performance Beacon for this market application. Beacon 7 has been
designed to enhance vehicle recovery performance which will allow X3 to
greatly expand its customer base and increase cash flow.
-- X3 and Cell-Loc have defined a new market application for Cell-Loc's
technology in the Telemetry/Smart Grid market and have received interest
from potential customers as an alternative to mesh networks for data
communication services. Cell-loc's proprietary technology is unique in
providing low cost data transmission. X3 is working with a major utility
in Brazil and is currently conducting tests to demonstrate the
performance capability of the technology and the Cellocate Network for
this new market development. If successful, Cell-Loc considers this as a
robust global market application which will be showcased in Brazil.
-- The transaction will also provide potential cost reductions through
back-office synergies and higher capacity for development activities
through the combination of technical teams.
The transaction is also key to Bravia Capital Investimentos Ltda. ("Bravia") (an
affiliate of Walkervale).
-- As a private equity fund, Bravia seeks to develop opportunities to a
stage when they are able to transform a private equity investment into a
public equity investment. This transaction allows Bravia to participate
as an equity owner in the worldwide development of Cell-Loc's
technology.
Multilateral Instrument 61-101
Cell-Loc has determined that the Acquisition does not constitute a "business
combination" for the purposes of Multilateral Instrument 61-101 ("MI 61-101") as
the interest of Cell-Loc Shareholders in Cell-Loc Shares held by them is not
being terminated. However, the Acquisition does constitute a "Related Party"
transaction for the purposes of MI 61-101 due to the fact that: (i) Cell-Loc is
purchasing or acquiring an asset (the CLTI Shares) from a Related Party
(Walkervale and Mr. Aprikian) for valuable consideration; and (ii) Cell-Loc will
issue securities to a Related Party (Walkervale and Mr. Aprikian). For the
purposes of MI 61-101, Ariovaldo Aprikian and the Walkervale Group are Related
Parties of Cell-Loc and the Acquisition must be approved by the majority of the
votes cast by shareholders, excluding those held directly or indirectly by Mr.
Schocair and the Walkervale Group.
Furthermore, the Backstop of the Personal Guarantee constitutes a "Related
Party" transaction for Cell-Loc for the purposes of MI 61-101 due to the fact
that Cell-Loc will assume or may otherwise become subject to a liability of the
related party (Mr. Schocair). For the purposes of MI 61-101, Mr. Schocair,
including his associates and affiliates, is a Related Party of Cell-Loc. In
accordance therewith, the Acquisition Resolution will also contemplate the
approval of the Backstop.
As the Acquisition (including the Backstop) is a Related Party transaction,
pursuant to Section 5.6 of MI 61-101, Cell-Loc shall not carry out the
Acquisition (including the Backstop) unless it has obtained minority approval
for the transaction. For the purposes of MI 61-101, minority approval is
determined by excluding the votes attached to Cell-Loc Shares that, to the
knowledge of Cell-Loc or any interested party or their respective directors or
senior officers, after reasonably inquiry, are beneficially owned or over which
control or direction is exercised by: (i) Cell-Loc; (ii) an interested party in
the transaction: (iii) a Related Party of an interested party in the
transaction; and (iv) a joint actor of any of the foregoing persons.
Specifically, the Walkervale Group, including its associates and affiliates,
beneficially owns or controls 4,424,666 Cell-Loc Shares and Mr. Aprikian,
including his associates and affiliates, beneficially owns or controls no
Cell-Loc Shares. As such, a total of 4,424,666 Cell-Loc Shares, representing
approximately 12.4% of the issued and outstanding Cell-Loc Shares, will be
withheld from voting at the Meeting in accordance with MI 61-101 and applicable
TSXV policies.
Cell-Loc anticipates that it will seek, among other things, the requisite
shareholder approval for the Acquisition at its upcoming annual and special
meeting of shareholders currently which is anticipated to be held in November
2011. Cell-Loc anticipates mailing to shareholders an information circular-proxy
statement in due course and, provided the requisite shareholder and other
approvals one received, anticipates closing the Acquisition shortly thereafter.
Valuation
Cell-Loc is exempt from the formal valuation requirement under MI 61-101 in
respect of the Acquisition (including the Backstop) based on reliance on the
exemption in MI 61-101 at Section 5.5(b) thereof as no securities of Cell-Loc
are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange,
the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange
outside of Canada and the United States.
In addition, for the purposes of TSXV Policy 5.3, the TSXV generally requires
evidence of value for acquisitions from Non-Arm's Length Parties which can be
evidenced by way, of among other things, proof of deferred expenditures or
expenses in the acquired business (excluding general and administrative
expenses) incurred within the five previous years which have contributed to or
can reasonably be expected to contribute to the future operations of the
Cell-Loc (or CLTI) and which are supported by an audited statement of costs. A
copy of an audited statement of costs in respect of X3, which includes
expenditures made under a current license agreement between Cell-Loc and X3,
other investments in the business of X3 and the value attributed to the
acquisition by Walkervale of X3 in 2010 has been provided to the TSXV, and the
TSXV has accepted such statements as satisfactory evidence or value.
About Cell-Loc Location Technologies Inc.
Cell-Loc is an intellectual property company that designs, develops and deploys
proprietary technology that enables wireless location and data transmission
services. Cell-Loc's core competencies include digital hardware, and software
design, signal processing, firmware development and project management of
wireless datacom installations.
Cell-Loc's Cellocate Network is designed as a low-cost, low-bandwidth, two-way
data communications network for cost sensitive applications. By operating in the
2.4 GHz unlicensed ISM band, the Cellocate Network has inherently lower
operating costs that its cellular competitors. Therefore, once a critical mass
of subscribers has been achieved on a deployed Cellocate Network, Cell-Loc can
reduce end user costs on its Network by eliminating cellular data charges and
system access fees.
To receive Cell-Loc Location Technologies news, please subscribe to Marketwire's
free news service (www.marketwire.com).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Forward-Looking Statements
In the interest of providing shareholders and potential investors with
information regarding Cell-Loc including management's assessment of the future
plans and operations of Cell-Loc, certain statements contained in this press
release constitute forward-looking statements or information (collectively
"forward-looking statements") within the meaning of applicable securities
legislation. Forward-looking statements are typically identified by words such
as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will",
"project", "could", "plan", "intend", "should", "believe", "outlook",
"potential", "target" and similar words suggesting future events or future
performance. In particular, this press release contains, without limitation,
forward-looking statements pertaining to the following: expectations of
management regarding the proposed Acquisition, including the timing of
completion of the Acquisition, the mailing of an information circular in
connection with seeking shareholder approval of, among other things, the
Acquisition, and certain operational and business plans of Cell-Loc subsequent
to completion of the Acquisition.
With respect to forward-looking statements contained in this press release,
Cell-Loc has made assumptions regarding, among other things: future capital
expenditure levels; future exchange rates and interest rates; ability to obtain
equipment in a timely manner to carry out research and development activities;
the impact of increasing competition; the ability to obtain financing on
acceptable terms. Although Cell-Loc believes that the expectations reflected in
the forward looking statements contained in this press release, and the
assumptions on which such forward-looking statements are made, are reasonable,
there can be no assurance that such expectations will prove to be correct.
Readers are cautioned not to place undue reliance on forward-looking statements
included in this press release, as there can be no assurance that the plans,
intentions or expectations upon which the forward-looking statements are based
will occur. By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties that contribute to the
possibility that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause Cell-Loc's actual
performance and financial results in future periods to differ materially from
any estimates or projections of future performance or results expressed or
implied by such forward-looking statements. These risks and uncertainties
include, among other things, the following: that the Acquisition may not close
when planned or at all or on the terms and conditions set forth herein; the
failure of Cell-Loc to obtain the necessary shareholder, regulatory and other
third party approvals required in order to proceed with the Acquisition;
incorrect assessment of the value of the Acquisition; failure to realize the
anticipated benefits of the Acquisition; general economic conditions in Canada,
Brazil and abroad. Readers are cautioned that this list of risk factors should
not be construed as exhaustive.
The forward-looking statements contained in this press release speak only as of
the date of this press release. Except as expressly required by applicable
securities laws, Cell-Loc does not undertake any obligation to publicly update
or revise any forward looking statements, whether as a result of new
information, future events or otherwise. The forward-looking statements
contained in this document are expressly qualified by this cautionary statement.
Cell-Loc Location Technologies Inc. (TSXV:XCT)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Cell-Loc Location Technologies Inc. (TSXV:XCT)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
