Manaris Redeems Majority of Series B Convertible Notes
30 Juillet 2007 - 10:33PM
PR Newswire (US)
- Announces Strategic Financial Partnership with Imperium Partners
- MONTREAL, July 30 /PRNewswire-FirstCall/ -- Manaris Corporation
(OTC:MANSOTC:FrankfurtOTC:WKN:OTC:A0F5LD) (BULLETIN BOARD: MANS,
Frankfurt WKN: A0F5LD) , a leading manufacturer and distributor of
fiber optic components and integrator of instrumentation and
turn-key systems for environmental monitoring, today announced that
it has redeemed the majority of its Series B Subordinated Secured
Convertible Promissory Notes ("Series B") and its Original Issue
Discount Series B Subordinated Secured Convertible Promissory Notes
("OID"), both originally due February 11, 2009 (collectively the
"Notes"). The Company also redeemed half of the associated Series Y
& Z Warrants (collectively the "Warrants") previously issued in
August 2006 and November 2006 in connection with the redeemed
Notes. The redemption of the majority of the Notes will serve to
remove the extremely dilutive effect that these outstanding Notes
have had on Manaris and its shareholders in the past. The total
purchase price for the redemption of the Notes and half of the
Warrants is $2.3 million. The remaining half of the Warrants that
remain with the holders of the Notes will have its exercise prices
reduced to and fixed at $0.11 per share, with no further ratchet or
anti-dilution provisions. To repay these notes, the Company
received a $2.3 million secured loan facility from New York-based
Imperium Partners Group, LLC ("Imperium"). The terms of the loan
facility state that interest will be paid by Manaris on the unpaid
principal amount at an annual rate equal to 8.5%. This secured loan
facility from Imperium marks the beginning of a strategic financial
partnership between Manaris and Imperium. In addition, Imperium
also purchased a portion of the outstanding Notes directly from a
certain holder, with the total amount of such disbursement
amounting to $0.2 million. It is the intention of Manaris and
Imperium, in the near term, to replace the secured loan facility
and the note acquired directly from its holder with a comprehensive
re-financing to facilitate a capital restructuring that will
provide Manaris with additional working capital and credit
facilities to fund future growth and expansion. John G. Fraser,
President and Chief Executive Officer of Manaris, said, "The
redemption of the majority of the outstanding Series B and OID
Notes represents a significant step forward in repositioning the
financial structure of Manaris. A huge effort went into crafting a
win-win scenario for all parties involved that effectively removes
a major barrier to Manaris' growth and prosperity, and I am pleased
that we were able to enter into this relationship with Imperium
Partners. We see this as a major endorsement of Manaris' future
prospects." Jeffrey E. Devers, partner, Chief Investment Officer
and risk manager of Imperium Partners, said, "We are confident that
Manaris is well-positioned to take advantage of the explosive
growth in a dynamic and growing market. The Company has
demonstrated consistent growth and industry trends indicate this
should continue. We look forward to working with Manaris to help
them achieve their goals." Mr. Fraser concluded, "This transaction
will enable us to focus our efforts on future growth and sustained
profitability as well as accelerate the strengthening of the
Company's financial position. We would like to thank Imperium for
the strong support they have provided to us thus far and their
excellent execution in connection with this transaction." About
Imperium Partners Imperium Partners Group, LLC is an institutional
alternative asset management firm based in New York City. Strong
research and risk management capabilities, combined with a high
level of transparency, are the foundation for an array of
alternative investment products with varying risk and return
profiles. Global institutional investors and a select group of
wealthy individuals and families rely on Imperium's expertise to
help them capitalize on timely investment opportunities. About
Manaris Corporation Manaris operates two wholly-owned subsidiaries.
Our Avensys subsidiary, through its manufacturing division Avensys
Technologies, designs, manufactures, distributes, and markets high
reliability optical components and modules as well as FBGs for the
telecom market and high power devices and sub- assemblies for the
industrial market. Avensys is also a pioneer in the development of
packaged fiber-based sensors and possesses leading edge
intellectual property. Avensys Solutions, is an industry leader in
providing environmental monitoring solutions for air, water and
soil, as well as geostructure in the Canadian marketplace. Our
other subsidiary, C-Chip Technologies Corporation (North America)
licensed its technology to its technology partner iMetrik Inc,
whereby, C-Chip will receive royalties from iMetrik for its
worldwide sales of GSM-based "locate and disable" products into the
"Buy Here Pay Here" (BHPH) used car market. Forward-Looking
Statements Except for historical information contained herein, the
statements in this news release are forward-looking statements that
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties, which
may cause a company's actual results, performance and achievement
in the future to differ materially from forecasted results,
performance, and achievement. These risks and uncertainties are
described in the Company's periodic filings with the Securities and
Exchange Commission. The Company undertakes no obligation to
publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof, or to reflect the occurrence
of unanticipated events or changes in the Company's plans or
expectations. DATASOURCE: Manaris Corporation CONTACT: Ms. Truc
Nguyen, +1-646-284-9418, , or Mr. David Serry, +1-646-284-9407, ,
both of The Global Consulting Group, for Manaris Corporation
Copyright