NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
New University Holdings Corp. (TSX VENTURE:NUH.P) (the "Corporation") is pleased
to announce that it has entered into a definitive merger agreement (the "Merger
Agreement") in respect of its previously announced proposed merger with ePals,
Inc. ("ePals"), which transaction (the "Transaction") is intended to constitute
the Corporation's "qualifying transaction" under the applicable policies of the
TSX Venture Exchange (the "TSX-V"). The Merger Agreement and the Transaction are
described in greater detail below. Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSX-V acceptance. There can
be no assurance that the transaction will be completed as proposed or at all.
Information Concerning ePals
ePals is a privately-held education company existing under the laws of the State
of Delaware with its headquarters in Herndon, Virginia. ePals has created a
leading global K-12 learning network and offers primary and secondary schools,
teachers, students and parents worldwide a safe and secure platform for building
educational communities, providing quality digital content and facilitating
collaboration for effective 21st century learning. ePals' award winning products
include: the ePals Global Community(TM); SchoolMail(R)365, a safe and secure
communications solution for schools and districts; Learning Space(TM), a
protected virtual workspace for learning collaboration; and In2books(R), a
curriculum based e-mentoring program that builds reading, writing and critical
thinking skills. ePals customers and partners include International
Baccalaureate, Microsoft Corporation, Dell, Inc., IBM Corp., National Geographic
and leading school districts across the United States and globally. ePals serves
approximately 700,000 educators and reaches millions of educators, students and
parents in approximately 200 countries and territories.
ePals is a widely held private company with approximately 130 shareholders.
There is currently no public market for the securities of ePals.
Information Concerning the Corporation
The Corporation is a "capital pool company" under the policies of the TSX-V. The
common shares of the Corporation (the "New University Shares") were listed for
trading on the TSX-V on November 22, 2010 upon completion of the Corporation's
initial public offering. On March 21, 2011, the Corporation entered into a
letter of intent with ePals with respect to the proposed Transaction. Trading of
the New University Shares was halted on March 22, 2011 in connection with the
announcement of the proposed Transaction and trading of the New University
Shares may not resume until after the filing statement to be prepared in
connection with the Transaction is accepted by the TSX-V and filed on SEDAR.
At an annual and special meeting of the shareholders of the Corporation held on
June 20, 2011 (the "Meeting"), the shareholders of the Corporation approved
certain matters in contemplation of the Transaction which included: (a) approval
of an increase in the number of directors of the Corporation from four to eight;
(b) the election of eight directors of the Corporation; (c) conditional upon the
Transaction being completed, approval of a new stock option plan of the
Corporation; (d) conditional upon the Transaction being completed, approval of a
restricted share unit plan of the Corporation; (e) approval for the
Corporation's current stock option plan for use in the event the Transaction is
not completed; and (f) approval of the continuance (the "Continuance") of the
Corporation into the Province of Ontario pursuant to the provisions of the
Business Corporations Act (Ontario) ("OBCA").
In connection with the Continuance, the Corporation will file articles of
continuance immediately prior to the completion of the Transaction. The articles
of continuance will (i) effect a name change of the Corporation to "ePals
Corporation"; (ii) effect a consolidation of the Corporation's issued and
outstanding New University Shares on the basis of one post-consolidation New
University Share for up to every 2.3877 pre-consolidation New University Shares;
(iii) create a new class of restricted voting common shares (having no votes in
respect of the election of directors) ("Restricted Voting Shares"); (iv) amend
the terms of the New University Shares to provide for cumulative voting in
respect of the election of directors, redesignate the New University Shares as
"Voting Common Shares" (together with the Restricted Voting Shares, "Resulting
Issuer Shares"), and further amend the terms of the New University Shares to
provide that holders of Voting Common Shares shall be entitled to receive
dividends only if an equivalent dividend is also declared on the Restricted
Voting Shares, and that holders of Voting Common Shares and Restricted Voting
Shares shall share equally in any distribution of the remaining property of the
Corporation upon its dissolution, liquidation or winding-up; and (v) amend the
terms of the authorized preferred shares of the Corporation (none of which are
issued and outstanding) to conform to the provisions of the OBCA. Upon giving
effect to the Continuance, the existing by-law of the Corporation will be
repealed and a new by-law conforming to the provisions of the OBCA will come
into effect.
For further details with respect to the matters approved at the Meeting, please
see the Corporation's management information circular dated May 20, 2011
prepared in connection with Meeting which is available for review under the
Corporation's SEDAR profile at www.sedar.com.
Information Concerning the Transaction and the Merger Agreement
The Corporation, NU Merger Sub, Inc., a wholly-owned subsidiary of the
Corporation ("NU Subco"), ePals and ePals Finance Corp., a special purpose
entity created in contemplation of the Transaction ("Finco"), entered into the
Merger Agreement on June 29, 2011 in order to implement the Transaction. The
Corporation, on a post-Transaction basis, is hereinafter referred to for
convenience as the "Resulting Issuer".
Pursuant to the terms and conditions of the Merger Agreement, NU Subco, a
wholly-owned subsidiary of the Corporation, will, pursuant to the applicable
provisions of the Delaware General Corporation Law, as amended (the "DGCL"), be
merged with and into ePals, and the separate corporate existence of NU Subco
will thereupon cease in accordance with the provisions of the DCGL. ePals will
be the surviving corporation in the Transaction, will continue to exist as the
surviving corporation under its present name pursuant to the provisions of the
DGCL and will continue to exist as the same legal entity as existed before the
Transaction. Upon completion of the Transaction, ePals will be a wholly-owned
subsidiary of the Resulting Issuer (to be renamed "ePals Corporation" pursuant
to the Continuance) and it will continue to carry on the business currently
conducted by it.
Pursuant to the Merger Agreement, among other things: (i) all of the issued and
outstanding shares of common stock of ePals ("ePals Shares") held by U.S.
residents will be converted to the right to receive Voting Common Shares and
Restricted Voting Shares on the basis of approximately 0.377 Voting Common
Shares and approximately 0.623 Restricted Voting Shares for every one ePals
Share; (ii) all of the issued and outstanding ePals Shares held by non-U.S.
residents will be converted into the right to receive Voting Common Shares on
the basis of one Voting Common Share for each such ePals Share; and (iii) any
ePals Shares held by U.S. residents who are not "accredited investors" will be
converted into the right to receive a cash payment of C$0.64 for each ePals
Share held.
It is currently anticipated that upon completion of the Transaction there will
be approximately 67,000,000 Voting Common Shares and approximately 43,672,725
Restricted Voting Shares issued and outstanding. Former shareholders of the
Corporation will hold 3,925,823 of the outstanding Voting Common Shares;
purchasers of the Subscription Receipts (as defined below) will hold 35,937,500
of the outstanding Voting Common Shares and, based on current estimates, it is
anticipated that former shareholders of ePals will hold approximately 27,136,677
of the outstanding Voting Common Shares. Former shareholders of ePals will hold
all of the outstanding Restricted Voting Shares. In the event ePals issues ePals
Shares prior to the completion of the Transaction (including pursuant to the
exercise of any convertible securities of ePals by the holders thereof) that
results in an increase in the number of ePals Shares currently anticipated to be
outstanding immediately prior to the completion of the Transaction, the number
of outstanding Voting Common Shares and Restricted Voting Shares on a
post-Transaction basis will increase and former shareholders of ePals will hold
such additional shares. The Restricted Voting Shares will not be listed on the
TSX-V.
ePals has been advised by Global Silicon Valley Advisors (formerly NeXtAdvisors,
LLC) ("GSV") with respect to the Transaction.
Financing
On April 28, 2011, Finco completed a brokered private placement of 35,937,500
subscription receipts (the "Subscription Receipts"), at a price of C$0.64 per
Subscription Receipt, for aggregate gross proceeds of C$23,000,000 (the "Private
Placement"). The Private Placement was completed pursuant to the terms of an
agency agreement dated April 28, 2011 between ePals, Finco, Cormark Securities
Inc. (the "Agent") and the Corporation.
The gross proceeds of the Private Placement, less certain expenses of the Agent
incurred in connection with the Private Placement, are being held in escrow
pending the satisfaction of certain release conditions (the "Release
Conditions"). The Release Conditions include the receipt of all necessary
regulatory approvals (including the conditional approval of the TSX-V for the
Transaction) and the satisfaction of certain conditions to the completion of the
Transaction.
If the Release Conditions are satisfied on or prior to July 27, 2011 (the
"Release Deadline"), each Subscription Receipt will be automatically converted,
without payment of any additional consideration or any further action by the
holder thereof, into one special share of Finco (a "Special Share"). Each
Special Share will ultimately entitle the holder thereof to acquire one Voting
Common Share, concurrently with the closing of the Transaction, pursuant to the
Securities Exchange Agreement (as defined below). If the Release Conditions are
not satisfied on or prior to the Release Deadline, the Subscription Receipts
will be cancelled and the holders thereof will be entitled to an amount equal to
C$0.64, being the original purchase price per Subscription Receipt.
For its services in connection with the Private Placement, the Agent is entitled
to receive a cash commission equal to 6% of the gross proceeds of the Private
Placement, being C$1,380,000, which commission is being held in escrow and will
be released to the Agent upon satisfaction of the Release Conditions. As
additional compensation, the Agent and Macquarie Private Wealth Inc. received
upon closing of the Private Placement an aggregate of 2,875,000 compensation
options of Finco (the "Compensation Options"). Each Compensation Option is
exercisable to acquire one common share of Finco at a price of C$0.64 any time
on or prior to April 28, 2014 and will ultimately be exchanged for one NU
Compensation Option (as defined below), concurrently with the closing of the
Transaction pursuant to the Securities Exchange Agreement.
The Resulting Issuer intends to use its available funds (including the net
proceeds from the Private Placement) for, among other things, growing ePals'
platform and media businesses as well as ePals' international operations,
funding ePals' 2011 shortfall in its current operating plan and for the
repayment of certain bank indebtedness.
Finco Securities Exchange Transaction
Concurrently with the closing of the Transaction, the Corporation will acquire
all of the issued and outstanding securities of Finco pursuant to the terms of a
securities exchange agreement dated April 28, 2011 (the "Securities Exchange
Agreement") between the Corporation, the holder of the outstanding common share
of Finco, the Agent (on behalf of certain securityholders of Finco), Finco and
the holders of the Compensation Options. Pursuant to the Securities Exchange
Agreement, the securityholders of Finco will become securityholders of the
Corporation by way of an exchange of securities. Specifically: (i) each
outstanding common share and Special Share of Finco will be transferred by the
holder thereof to the Corporation in exchange for one Voting Common Share (on a
post-Consolidation basis); and (ii) each Compensation Option will be transferred
by the holder thereof to the Corporation in exchange for one compensation option
exercisable to acquire one Voting Common Share (on a post-Consolidation basis)
at a price of C$0.64 any time on or prior to April 28, 2014 (a "NU Compensation
Option"), in each case, upon the terms and conditions contained in the
Securities Exchange Agreement.
Selected ePals Financial Information
The following table sets forth selected historical financial information for
ePals for the financial years ended December 31, 2010, December 31, 2009 and
December 31, 2008 and the three-month period ended March 31, 2011.
Year Ended Three Months
December 31, Year Ended Year Ended Ended
2010 December 31, December 31, March 31,
Income Statement (unaudited) 2009 2008 2011
Data (US$) (1)(2) (unaudited)(1) (unaudited)(3) (unaudited)(1)
----------------------------------------------------------------------------
Total Revenues $1,423,149 $703,683 $333,241 $494,710
Loss from
Operations ($8,560,959) ($9,810,124) ($11,725,071) ($1,948,152)
Net Loss ($8,769,668) ($9,957,339) ($11,922,555) ($2,000,393)
Cash Dividends
Declared Nil Nil Nil Nil
As at
December 31, As at As at As at
2010 December 31, December 31, March 31,
Balance Sheet (unaudited) 2009 2008 2011
Data (US$) (1)(2) (unaudited)(1) (unaudited)(3) (unaudited)(1)
----------------------------------------------------------------------------
Total Assets $3,730,431 $3,589,754 $5,091,971 $4,008,008
Total
Liabilities $7,380,764 $6,589,956 $6,229,197 $9,552,944
Working Capital ($6,459,839) ($6,261,149) ($5,858,042) ($8,753,349)
Notes:
1. Prepared in accordance with International Financial Reporting Standards.
2. ePals' financial statements for the year ended December 31, 2010 are
currently unaudited. Audited financial statements for such year will be
included in the filing statement to be prepared in connection with the
Transaction.
3. Prepared in accordance with United States generally accepted accounting
principles.
Management and Board of Directors of the Resulting Issuer
The following is a brief description and jurisdiction of residence of each of
the proposed members of management and directors for the Resulting Issuer.
Miles Gilburne (Washington, DC) - Chief Executive Officer and Director: Mr.
Gilburne has been active for more than 25 years as a venture capitalist,
corporate strategist and technology lawyer in the media, communications and
technology industries. He is currently a managing member of ZG Ventures, LLC
("ZG Ventures"), an early stage venture capital firm focused on media,
information technology and bioinformatics. Prior to forming ZG Ventures in 2000,
Mr. Gilburne served for five years as Senior Vice President of Corporate
Development for America Online, Inc. ("AOL"), stepping down from those duties in
December 1999. At AOL, Mr. Gilburne was responsible for strategic planning and
for major corporate acquisitions, joint ventures and alliances. He was elected
to the board of directors of AOL in 1999 and continued to serve on the board of
directors of Time Warner, Inc. until stepping down in May 2006. Prior to joining
AOL, Mr. Gilburne was a founding partner of The Cole Gilburne Fund, an early
stage venture capital fund focused on information and communications technology,
and was a founding partner of technology and media law offices in both San
Francisco and Los Angeles.
Mr. Gilburne is currently a member of the board of directors of SRA
International, Inc., a publicly traded government services company; the Chairman
of BrainScope Company, Inc., a medical device company focused on diagnosing
concussion in sports and the military; a member of the Board of National
Geographic Ventures (dating to National Geographic's investment in ePals); and a
founding investor and member of the boards of various privately held venture
capital backed companies, including ePals and SnagFilms, Inc., a distribution
company which aggregates and distributes documentary films over the Internet.
Mr. Gilburne is a member of the Board of Trustees of The Shakespeare Theatre in
Washington, D.C. and the Foundation for the National Institutes of Health. He
received a B.A. from Princeton University and a J.D. from Harvard Law School.
Mr. Gilburne will hold the positions of Chairman of the Board and Chief
Executive Officer of the Resulting Issuer.
Edmund (Ed) Fish (Great Falls, Virginia) - President and Director: Mr. Fish is
currently the President of ePals (2006-Present). Prior to joining ePals in 2006,
Mr. Fish was Senior Vice President and General Manager of Premium and
Subscription Services at AOL, responsible for creating, building businesses for,
and launching more than a dozen subscription and free consumer products,
including online education products for students and parents. He also served as
the Senior Vice President and General Manager for AOL Desktop Messaging, with
responsibility for AOL Instant Messenger and ICQ. Previously, Mr. Fish was a
director and the President of InterTrust Technologies Corp. ("InterTrust"), a
leading digital rights management firm. Together with the founder, Mr. Fish took
InterTrust from start-up phase to a market-leading NASDAQ-traded company. Mr.
Fish will be a director and the President of the Resulting Issuer.
Nina Zolt (Washington, DC) - Director: Nina Zolt is the Co-Chair and a
Co-Founder of ePals. Her work in education has focused on improving learning
opportunities for all students in a digital age. She has extensive experience as
an entertainment lawyer, digital media executive and designer of digital
learning products. In 1998, Ms. Zolt created In2Books(R), ePals' flagship common
core e-Mentoring program. She served as a member of the Washington D.C. Advisory
Board of Directors for Teach for America (2000-2011) and the Board of Trustees
of the Carnegie Foundation for the Advancement of Teaching (2004-2010). Ms. Zolt
also served as an Advisory Board Member for the International Reading
Association (2008-2010). She is the lead author of the In2Books(R) Genre Guides
and a co-author of "Getting Children In2Books(R): Engagement in Authentic
Reading, Writing and Thinking" (Phi Delta Kappan, 2007). Ms. Zolt received an
honorary doctorate from National-Louis University in 2004, has a B.A. from the
University of Pennsylvania and a J.D. from Boston University School of Law. Ms.
Zolt will be a Director of the Resulting Issuer.
William Campbell (Pawleys Island, South Carolina) - Director: William Campbell
is the President of Akoo International, Inc., the largest out-of-home television
network in the United States, serving over 180 locations nationally (in shopping
centers and college campuses). He is also the former President of Discovery
Networks, U.S. ("Discovery") and Miramax Television ("Miramax"). As the
President of Discovery from May 2002 to 2007, he was responsible for all aspects
of the domestic television division, including programming, production,
affiliate sales and marketing, advertising sales, consumer marketing, research,
business development and communications.
Prior to joining Discovery, Mr. Campbell served from 1998 as president of
Miramax, where he was responsible for all aspects of television, including
development, marketing, legal affairs and production. Previously, Mr. Campbell
was executive vice president, CBS Entertainment ("CBS"). Before joining CBS, Mr.
Campbell served as senior vice president, drama development at Warner Brothers
Television. Prior to this, he worked as an analyst in the mergers and
acquisitions department of Smith Barney, Harris Upham & Co. in New York. A
native of Greenville, South Carolina, Mr. Campbell is a 1982 graduate of Harvard
and a 1987 graduate of the Harvard Business School (M.B.A.). He was a Rotary
International Scholar.
William Raduchel (Hancock, Michigan) - Director: William Raduchel is strategic
advisor at Daily Mail and General Trust PLC. Besides ePals, he is a director of
Silicon Image, Inc. as well as LiveIntent, Inc., moka5, Inc. and Virident
Systems Inc. He is strategic advisor to Naspers Ltd. Mr. Raduchel teaches
corporate strategy at the McDonough School of Business, Georgetown University.
He is the chair of the Committee on Copyright and Innovation in the Digital Era
for the National Academy of Sciences.
From March of 2004 through June 2006, Mr. Raduchel was the Chairman of the Board
of Ruckus Network, Inc., a digital entertainment network for students at
colleges and universities over the university network, and from May 2004 through
January 2006 he also served as chief executive officer. Through 2002 Mr.
Raduchel was executive vice president and chief technology officer of AOL Time
Warner, Inc. ("AOLTW"), after earlier being senior vice president and chief
technology officer of AOL, where he also served as a strategic advisor after
leaving AOLTW. Infoworld named Mr. Raduchel Chief Technology Officer of the year
in 2001.
Mr. Raduchel joined AOL in September 1999 from Sun Microsystems, Inc. ("Sun"),
where he was chief strategy officer and a member of Sun's executive committee.
In his eleven years at Sun, he also served as chief information officer, chief
financial officer, acting vice president of human resources and vice president
of corporate planning and development and oversaw relationships with the major
Japanese partners. He was recognized by CIO magazine as Chief Information
Officer of the year and by Wall Street Transcript as best Chief Financial
Officer in the computer industry. In addition, Mr. Raduchel has held senior
executive roles at Xerox Corporation and McGraw-Hill, Inc.
Mr. Raduchel is a member of the Conference of Business Economists and the Board
on Science, Technology and Economic Policy of the National Academy of Sciences.
He was a member of the National Academy Committee on Internet Navigation and
Domain Name Services and the STEP committee which produced A Patent System for
the 21st Century. He served from 2000 to 2009 on the National Advisory Board for
the Salvation Army, ending as vice chairman and chairman of its Committee on
Business Administration, and rejoined the Board in 2010. He holds eight issued
patents and has several pending patents.
After attending Michigan Technological University, where he received an honorary
doctorate in business in 2002, Mr. Raduchel received his B.A. in economics from
Michigan State University in 1966,and earned his M.A. (1968) and Ph.D. (1972)
degrees in economics at Harvard University. At Harvard, Mr. Raduchel taught
economics, econometrics and public policy for 10 years and was assistant dean of
admissions and financial aid for Harvard University and Radcliffe College. In
both the fall and spring of 2003 he was the Castle Lecturer on Computer Science
at the U.S. Military Academy at West Point.
Perry Dellelce (Toronto, Ontario) - Director: Perry Dellelce is a founder and
managing partner of Wildeboer Dellelce LLP, a corporate finance law firm
focusing on securities, debt products and tax matters. Mr. Dellelce has a B.A.
from the University of Western Ontario, an M.B.A. from the University of Notre
Dame and an LL.B. from the University of Ottawa. He is a member of the
President's Council of the University of Western Ontario, the Board of Governors
of the University of Ottawa and the Business Advisory Council and the Executive
Education Advisory Council of the Mendoza College of Business at the University
of Notre Dame. In addition, Mr. Dellelce is the Chairman of the Board of
Directors of the Sunnybrook Foundation of the Sunnybrook Health Science Centre
in Toronto, Ontario, and is a member of the board of directors of The Power
Plant Contemporary Art Gallery, Merry Go Round Children's Foundation and
Canada's Walk of Fame. Mr. Dellelce has served as an officer or a director of a
number of public corporations listed on the Toronto Stock Exchange and the
TSX-V.
Michael Moe (Atherton, California) - Director: Michael Moe, CFA, is currently
the Chief Executive Officer of Global Silicon Valley Asset Management and also
the Chief Executive Officer of GSV Capital Corp. (NASDAQ-GSVC). In 2001, Mr. Moe
co-founded and was Chief Executive Officer of ThinkEquity Partners, which was
sold to Panmure Gordon in 2007. Mr. Moe served as a director of Panmure Gordon
from April 2007 until September 2008. Prior to that, Mr. Moe was head of Global
Growth Research at Merrill Lynch from July 1998 to January 2001, and before that
operated as head of Growth Research and Strategy at Montgomery Securities. Mr.
Moe serves on the Board of Directors of the National Football Foundation /
College Football Hall of Fame, the Center for Education Reform and Sharespost, a
private stock exchange. Mr. Moe is also a member of the Advisory Board of
Institutional Venture Partners and National Advisory Board for Communities in
Schools. In 1996, he published The Dawn of the Age of Knowledge, which relates
to the emergence of knowledge based services and the for-profit education
industry. Following that, he published two additional white papers, The Book of
Knowledge and The Knowledge Web, which relate to the impact of the Internet on
Education and the potential for online learning. In 2006, he published the book,
Finding the Next Starbucks, which went through three printings and was published
in six languages. Mr. Moe graduated from the University of Minnesota with a B.A.
in Political Science and Economics and was a Williams Scholar.
David Lowenstein (Mississauga, Ontario) - Director: David Lowenstein is a
co-founder and currently the President of Federated Networks, a start-up
cyber-security company whose objective is to enable users to "Connect
Securely(TM) to all things digital". Additionally, Mr. Lowenstein is currently
Chairman of the board of directors and the chair of the compensation committee
and the nominating committee of The Princeton Review, Inc. a company offering
private tutoring and classroom and online test preparation to help students
improve their scores in college and graduate school admission tests, and also
works with school districts around the U.S. to measurably strengthen students'
academic skills. Mr. Lowenstein was a co-founder, director and consultant at
SOURCECORP, Incorporated ("SOURCECORP"), a document centric business process
outsourcing and consulting company with approximately 5,000 employees operating
from approximately 90 locations in 40 U.S. states, the Caribbean, the
Philippines, Mexico and India, and has served in various senior management
positions with SOURCECORP, including Executive Vice-President Corporate
Development, Chief Financial Officer and Treasurer, from SOURCECORP'S 1994
inception, through its 1996 initial public offering and until the sale of
SOURCECORP to Apollo Partners LP in August 2006 for approximately $500 million.
Concurrent with the latter part of his SOURCECORP tenure, Mr. Lowenstein was an
officer and director of The Learning Library Inc., an internet e-learning
application software services business focused on the licensing and
certification of professionals, from November 1998 until December, 2004. Mr.
Lowenstein was also a board member of Capital Environmental Services Inc.
("Capital Environment") from June 1999 to October 2001 and served on Capital
Environment's audit and compensation committees. Additionally, Mr. Lowenstein
has been and continues to be an active investor, advisor and board member of
several private companies primarily providing business outsourcing and/or
internet software application services. Mr. Lowenstein graduated with a Master
of Science of Public Policy and Business Administration (Merit Scholar) from
Carnegie Mellon University and received an Honors Bachelor of Arts in Economics
from Sir Wilfred Laurier University.
Aric Holsinger (Great Falls, Virginia) - Chief Financial Officer: Mr. Holsinger
brings 20 years of chief financial officer experience from the
telecommunications, technology and professional sports industries. Prior to
joining ePals, Mr. Holsinger was CFO for Critical RF, Inc., a provider of
interoperability solutions linking smartphones, computers and two-way radio
systems. Prior to that, Mr. Holsinger was CFO for MCT Corp. ("MCT"), a wireless
communications provider with operations in Russian and Central Asia where he led
the growth from its start-up phase to a US$300 million sale to TeliaSonera AB.
Mr. Holsinger joined MCT following CFO positions with the Baltimore Orioles and
the Baltimore Stallions, a Canadian Football League team. He began his career
with Arthur Andersen, specializing in the high tech and emerging growth
companies. Mr. Holsinger holds a BS in Accounting and Management Information
Systems from the University of Virginia.
Andrew Berman (Mill Valley, California) - Executive Vice President and General
Manager: Andrew Berman is a versatile executive with a unique background and
skill set. He brings to ePals proven success in turning early stage technology
businesses into multi-million dollar companies. His experience includes
launching and commercializing products, leading international expansion,
creating and executing corporate strategy, executing mergers and acquisitions,
and driving profitability. Prior to joining ePals, Mr. Berman was a Senior Vice
President & General Manager at Sierra Wireless, Inc. ("Sierra Wireless"), a
public company in the wireless communications segment. At Sierra Wireless Mr.
Berman led all facets of the AirLink business unit, including its growth in
North America and expansion into EMEA, Asia Pacific, and Latin America. Prior to
Sierra Wireless, Mr. Berman was CEO of AirLink Communications, Inc., an early
stage wireless data company. In three years Mr. Berman led AirLink's growth to a
US$35 million dollar, high margin business, culminating in its merger into
Sierra Wireless. Prior to AirLink, Mr. Berman was Executive Director in the
Business Affairs unit at AOL where he had broad responsibility for client
development, deal structuring and negotiation and managing strategic alliances.
Prior to AOL, Mr. Berman practiced law for 11 years in San Francisco,
California. Mr. Berman is deeply involved in building communities, and has broad
community service experience. He was twice elected to the City Council for Mill
Valley, CA (where he still serves), including terms as Mayor and Vice Mayor; he
is also Chair of the Marin Telecommunications Agency. Mr. Berman holds a J.D.
degree from The University of Miami School of Law, and a B.A. in Psychology from
the University of Michigan.
Linda Dozier (Great Falls, Virginia) - Chief Technology Officer: Linda Dozier
has been with ePals since its inception, playing a critical role in managing the
day-to-day build-out of the organization. Ms. Dozier has over 20 years of
experience in operations management, systems integration, technology
development, and building early-stage businesses. Previously, she was
Co-Founder, COO and Product Architect for Navisoft Inc. ("Navisoft"), the first
web server and web authoring system, which was acquired by AOL in 1995. At AOL,
Ms. Dozier was a senior executive responsible for the AOL Internet Services
technology platform. Subsequent to the integration of Navisoft's technologies
into AOL's core service, Ms. Dozier focused on evaluation of technology as Vice
President of Corporate Development. Prior to her work with Navisoft and AOL, Ms.
Dozier led the design, development, and release of dozens of software
applications at TRW, Inc., as principal investigator for research and
development, the senior member of the technical staff and project manager. She
also served as director for the Advanced Systems division at SRA International,
Inc.
Ted Brodheim (New York, New York) - Chief Operating Officer: Mr. Brodheim
recently joined ePals as the Chief Operating Officer. Immediately prior to such
appointment Mr. Brodheim was Chief Information Officer at the New York City
Department of Education ("NYC DOE"). In this position, Mr. Brodheim oversaw the
introduction of multiple instructional technology projects, as well as upgrading
the core infrastructure. Prior to joining the NYC DOE, Mr. Brodheim had a
distinguished career in financial services holding senior roles in both the US
and overseas. Immediately prior to joining the NYC DOE Mr. Brodheim was a
Managing Director at JP Morgan. Prior to that he held senior positions at
Donaldson, Lufkin and Jenrette and Goldman Sachs & Co.
Interests of Insiders
Upon completion of the Transaction and the exercise of the Subscription Receipts
issued pursuant to the Financing, no Person will beneficially own, directly or
indirectly, or exercise control or direction over more than 10% of the Resulting
Issuer Shares except as held by ZG Ventures, LLC. It is currently anticipated
that upon completion of the Transaction ZG Ventures, LLC will directly hold
approximately 10,438,744 (15.6%) Voting Common Shares and approximately
16,799,762 (38.5%) Restricted Voting Shares and will indirectly hold
approximately 776,307 (1.2%) Voting Common Shares and approximately 1,249,358
(2.9%) Restricted Voting Shares. ZG Ventures, LLC is 50% owned by Nina Zolt and
50% owned by Miles Gilburne, both proposed directors of the Resulting Issuer.
Sponsorship
The Corporation has applied for an exemption from the sponsorship requirement of
the TSX-V in connection with the Transaction. There is no assurance that an
exemption from this requirement will be obtained and the Corporation may be
required to obtain a Sponsor (as such term is defined within the policies of the
TSX-V) if the requested exemption is not granted.
Arm's Length Transaction
The Transaction will not constitute a Non-Arm's Length Qualifying Transaction
under the applicable policies of the TSX-V. The approval of the shareholders of
the Corporation is not required for the Transaction.
Michael Moe, Chief Executive Officer and a director of the Corporation and a
proposed director of the Resulting Issuer, is an advisor to GSV and receives
fees for projects in which he is involved, but has no ownership interest in GSV.
GSV and ePals are party to an advisory agreement dated March 14, 2011 pursuant
to which GSV may receive certain advisory fees. Mr. Moe will not receive any
compensation from GSV in connection with the Transaction, whether or not
completed.
Further information concerning ePals, the Corporation and the Transaction will
be contained in a filing statement, to be prepared in accordance with the
policies of the TSX-V, and filed on the Corporation's SEDAR profile at
www.sedar.com prior to the completion of the Transaction.
Cautionary Statements
Certain statements contained in this press release constitute forward-looking
information within the meaning of applicable securities laws. These statements
relate to future events or future performance. The use of any of the words
"could", "intend", "expect", "believe", "will", "projected", "estimated" and
similar expressions and statements relating to matters that are not historical
facts are intended to identify forward-looking information and are based on the
Corporation's current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. In particular, this
press release contains forward-looking information relating to the satisfaction
of the Release Conditions and the entering into of the agreements underlying the
Transaction. The Release Conditions may not be met if the Corporation is not
able to obtain the requisite approvals, including the approval of the TSX-V. The
Release Conditions will not be satisfied if these approvals are not obtained or
some other condition to satisfying the Release Conditions is not met.
Accordingly, there is a risk that the Release Conditions will not be satisfied
at all. This press release also contains forward-looking information relating to
the intention of the parties to, among other things, enter into and complete the
Transaction. Various assumptions or factors are typically applied in drawing
conclusions or making the forecasts or projections set out in forward-looking
information. Those assumptions and factors are based on information currently
available to the Corporation. The material factors and assumptions include the
parties to the agreements underlying the Transaction being able to obtain the
necessary director, shareholder and regulatory approvals; TSX-V policies not
changing; and completion of satisfactory due diligence. Risk factors that could
cause actual results or outcomes to differ materially from the results expressed
or implied by forward-looking information include, among other things:
conditions imposed by the TSX-V, the failure to obtain the required directors'
and shareholders' approvals in respect of the Transaction and related matters;
changes in tax laws, general economic and business conditions; and changes in
the regulatory environment. The Corporation cautions the reader that the above
list of risk factors is not exhaustive. The forward-looking information
contained in this press release is made as of the date hereof and the
Corporation is not obligated to update or revise any forward-looking
information, whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, investors should not place undue
reliance on forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.
Completion of the Transaction is subject to a number of conditions, including
but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V
requirements, majority of the minority shareholder approval. Where applicable,
the Transaction cannot close until the required shareholder approval is
obtained.
There can be no assurance that the Transaction will be completed as proposed or
at all. Investors are cautioned that, except as disclosed in the filing
statement to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of a capital
pool company should be considered highly speculative.
Not for distribution to U.S. Newswire Services or for dissemination in the
United States. Any failure to comply with this restriction may constitute a
violation of U.S. securities laws.
Musicrypt Inc. (Tier1) (TSXV:MCT)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Musicrypt Inc. (Tier1) (TSXV:MCT)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
