BURNABY, BC, Jan. 24, 2017 /CNW/ - IWG Technologies Inc.
("IWG" or the "Company") is pleased to announce the
completion of the previously announced plan of arrangement (the
"Arrangement") contemplated by the arrangement agreement
dated November 25, 2016 (the
"Arrangement Agreement") among IWG, 1096777 B.C. Ltd. (the
"Purchaser") and WM Capital Management, Inc. ("WM"),
as guarantor, pursuant to which the Purchaser has acquired all of
the issued and outstanding shares of IWG (the "Shares") for
$0.43 in cash per Share. In addition,
each of the unexercised IWG stock options (the "Options")
have been exchanged for $0.43 in cash
less the exercise price of such Options. IWG is now a wholly-owned
subsidiary of the Purchaser.
The Arrangement was approved at a special meeting of IWG
shareholders held on January 12, 2017
by approximately 82.0% of the votes cast by IWG shareholders
present in person or by proxy at the meeting (81.7% after excluding
the votes cast by those persons whose votes must be excluded in
determining minority approval for the Arrangement pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions). A final order approving the
Arrangement was obtained from the Supreme Court of British Columbia on January 17, 2017.
As a result, the Shares will be delisted from the TSX Venture
Exchange and the Purchaser will apply to the relevant securities
commissions for IWG to cease to be a reporting issuer under
Canadian securities laws.
Full details of the Arrangement and certain other matters are
set out in the management information circular of IWG dated
December 15, 2016 (the
"Circular"). A copy of the Circular is available under IWG's
profile on SEDAR at www.sedar.com.
About the Purchaser
The Purchaser was incorporated by WM and BASE Equity Partners,
L.P. ("BASE") for the sole purpose of entering into the
Arrangement and Arrangement Agreement with IWG, and thereby
acquiring all of the outstanding Shares. BASE is a New York based private investment firm that
partners with management to support growth in small to medium sized
companies.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for statements of historical fact relating to IWG,
certain information contained herein constitutes "forward-looking
statements" as such term is used in applicable Canadian securities
laws. Forward-looking statements include statements that are
predictive in nature, depend upon or refer to future events or
conditions, or include words such as "expects", "anticipates",
"plans", "believes", "considers", "intends", "targets", or negative
versions thereof and other similar expressions, or future or
conditional verbs such as "may", "will", "should", "would" and
"could" in particular and statements related to delisting of the
Shares and IWG ceasing to be a reporting issuer. IWG provides
forward-looking statements for the purpose of conveying information
about its current expectations and plans relating to the future and
readers are cautioned that such statements may not be appropriate
for other purposes. By its nature, this information is subject to
inherent risks and uncertainties that may be general or specific
and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct and that
objectives, strategic goals and priorities will not be
achieved.
Other than as specifically required by law, IWG undertakes no
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is
made, or to reflect the occurrence of unanticipated events, whether
as a result of new information, future events, results or
otherwise.
NEITHER THE 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.
SOURCE IWG Technologies Inc.