Plan of Arrangement Involving Bluedrop Performance Learning Inc. & Atlantis Systems Corp. Receives Shareholder & Court Approv...
December 19 2013 - 9:05PM
Marketwired
Plan of Arrangement Involving Bluedrop Performance Learning Inc.
and Atlantis Systems Corp. Receives Shareholder and Court Approval;
Effective Date Announced
HALIFAX, NOVA SCOTIA--(Marketwired - Dec 19, 2013) - Bluedrop
Performance Learning Inc. ("Bluedrop") (TSX-VENTURE:BPL) and
Atlantis Systems Corp. ("Atlantis") (NEX:AIQ.H) jointly announced
today that the plan of arrangement under the Canada Business
Corporations Act (the "Arrangement") pursuant to which
Bluedrop will indirectly acquire all of the issued and outstanding
common shares of Atlantis ("Atlantis Shares") has received
shareholder and court approval.
The special resolution to authorize the Arrangement was approved
by 99.92% of the Atlantis Shares represented in person or by proxy
at the special meeting of shareholders held on December 17, 2013
(the "Meeting"), with 70.70% of the 10,233,683 Atlantis Shares
represented at the Meeting. The special resolution was also
approved by 98.65% of the Atlantis Shares held by minority
shareholders represented at the Meeting, which vote excluded the
Atlantis Shares held by ComVest Capital LLC ("ComVest") and the
Robert A. Garvy Revocable Trust (the "Garvy Trust").
The Supreme Court of Nova Scotia granted the final order to
approve the Arrangement at a hearing earlier today.
The Arrangement remains subject to a number of conditions
precedent related to, among other things, the restructuring of the
term loan note between Atlantis and ComVest. It is anticipated that
the effective date for the Arrangement will be December 31,
2013.
Based on an anticipated effective date of December 31, 2013, it
is expected that 36,232,998 Common Shares will be issued and
outstanding as of that date (which reflects the anticipated
issuance of 25,999,315 Atlantis Shares to ComVest immediately prior
to the consummation of the Arrangement pursuant to the terms of the
convertible note of Atlantis held by ComVest) and the per-Common
Share cash consideration would therefore be approximately $0.0276
per Common Share
Further information on the Arrangement is set out in the
Atlantis management information circular dated November 19, 2013
and the joint news releases of Atlantis and Bluedrop dated November
11, 2013 and December 16, 2013, all of which are available on
Atlantis' profile on SEDAR at www.sedar.com.
Forward Looking Information
Certain information contained in this news release, including
any information relating to the Arrangement and Bluedrop's and
Atlantis' future financial or operating performance may be deemed
"forward-looking". These statements relate to future events or
future performance and reflect Bluedrop's and Atlantis'
expectations regarding the Arrangement, and the future growth,
results of operations, business prospects and opportunities of the
combined enterprise. These forward-looking statements also reflect
the parties' current internal projections, expectations or beliefs
and are based on information currently available to Atlantis and
Bluedrop. In some cases forward-looking information can be
identified by terminology such as "may", "will", "should",
"expect", "intend", "plan", "anticipate", "believe", "estimate",
"projects", "potential", "scheduled", "forecast", "budget" or the
negative of those terms or other comparable terminology.
Assumptions upon which such forward looking information
regarding completion of the Arrangement is based include that
Atlantis will be able to satisfy the conditions to the Arrangement,
that all third party and other approvals to the Arrangement will be
obtained and all other conditions to completion of the Arrangement
will be satisfied or waived. Although Atlantis and Bluedrop believe
that the expectations reflected in such forward-looking statements
are reasonable, they can give no assurance that such expectations
will prove to have been correct. Atlantis and Bluedrop caution that
actual performance will be affected by a number of factors, many of
which are beyond their control, and that future events and results
may vary substantially from what they currently foresee.
Accordingly, readers are cautioned against placing undue reliance
on forward-looking information. Atlantis and Bluedrop expressly
disclaim any intention or obligation to update or revise any
forward-looking information, whether as a result of new
information, events or otherwise, except in accordance with
applicable securities laws. Discussion of the various factors that
may affect future results are contained in Bluedrop's condensed
interim financial statements for the nine months ended June 30,
2013 and the management's discussion and analysis thereon, which
are available at www.SEDAR.com and in Atlantis' audited financial
statements for the year ended December 31, 2012 and the management
discussion and analysis thereon dated April 25, 2013, and Atlantis'
condensed interim financial statements for the nine months ended
September 30, 2013 and management's discussion and analysis thereon
dated November 26, 2013 which are available at www.SEDAR.com.
Atlantis' and Bluedrop's forward-looking statements are expressly
qualified in their entirety by this cautionary statement.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
About Bluedrop
Bluedrop Performance Learning Inc. (TSX-VENTURE:BPL) is an
innovator in workplace training for individuals, corporations,
defence and aerospace, and governmental clients. Launched in 2004,
the company has six offices and over 120 employees. Bluedrop is
transforming the workplace globally by designing, developing and
delivering some of the most effective and scalable skills
development programs. Bluedrop was recently recognized as one of
the Top 3 eLearning companies in Canada by Backbone Magazine in
their "Best of Everything in Canadian Tech" issue. For more
information, visit www.bluedrop.com.
About Atlantis
Atlantis Systems Corp. (NEX:AIQ.H) uses its core capabilities in
simulation-aided design and engineering and eLearning, combined
with various technology tools, to help customers in military and
commercial markets to ensure the feasibility, capability, and
effective utilization of their complex assets. In more than 30
years of operation, Atlantis has developed a solid reputation for
its creative workforce and innovative solutions in supporting
global OEM customers and defence organizations. To learn more,
please visit the company's web site at www.atlantissc.com.
Bluedrop Performance Learning Inc.Bernie
Beckett709-739-4938Berniebeckett@bluedrop.comwww.bluedrop.comAtlantis
Systems Corp.Ellie LandaleCorporate Secretary(416)
738-8074elandale@atlantissc.comwww.atlantissc.com
Atlantis Systems Corp (TSXV:AIQ.H)
Historical Stock Chart
From Jul 2024 to Aug 2024
Atlantis Systems Corp (TSXV:AIQ.H)
Historical Stock Chart
From Aug 2023 to Aug 2024