TSX Venture Exchange
Trading Symbol: SOJ.V
VANCOUVER, March 26, 2015 /CNW/ - Sojourn Ventures Inc.
("Sojourn") is pleased to announce that it has entered into
a non-binding letter of intent (the "LOI") with respect to
the proposed acquisition of All-Sea Marine Ltd. ("ASM") (the
"Proposed Transaction").
ASM is a holding company which is in the process of acquiring
all of the shares of each of All-Sea Enterprises Ltd., All-Sea
Atlantic Ltd., All-Sea Great Lakes Ltd., and All-Sea Korea Ltd.,
the four operating companies of the All-Sea Underwater Solutions
group (the "All-Sea Group"). The All-Sea Group
is a world leader in underwater ship repair and maintenance,
employing dive technicians and specialized, proprietary equipment
and procedures to carry our in-water surveys, hull cleanings and
propeller polishes and to provide speciality services such as
propeller straightening and repair, stern seal replacement and
repair, class approved permanent shell plating repairs, and Class A
wet welding. The All-Sea Group is able to provide its
underwater repair and maintenance services anywhere in the
world.
"I am excited to announce the proposed transaction with All-Sea,
as I believe it will generate significant value for Sojourn's
shareholders," remarked Joel
Dumaresq, CEO of Sojourn. "All-Sea is a global
market leader in underwater repair and maintenance services, and
the proposed transaction will give Sojourn's shareholders an
opportunity to share in All-Sea's continuing success. As
a public company with access to capital market resources, All-Sea
will be positioned to accelerate its growth both organically and
through acquisitions."
It is anticipated that the Proposed Transaction will be effected
as a reverse take-over (as such term is defined under the policies
of the TSX Venture Exchange) in which Sojourn will acquire 100% of
the common shares of ASM, thereby acquiring ASM and indirectly, the
operating companies of the All Sea Group. In
conjunction with the Proposed Transaction, Sojourn proposes to
undertake a best efforts private placement of its common shares for
gross proceeds of CAD$5 million, at a
price to be determined by Sojourn's board of directors (the
"Concurrent Placement"). It is proposed that the
shareholders of ASM will receive approximately 30,000,000 common
shares of Sojourn, representing approximately 61% of Sojourn after
giving effect to the Placement. Upon completion of the
Proposed Transaction, Sojourn will change its name to ASM
Enterprises Ltd. or such other name as is agreed between the
parties, and shall carry on the business presently carried on by
the All-Sea Group.
"I am delighted to announce that after 30 years of building
All-Sea into one of the world's leading underwater services
providers, we will be taking All-Sea to the next level through our
proposed transaction with Sojourn." said Vince Cummings, President and CEO of All-Sea
Enterprises Ltd. "At All-Sea, we take immense pride in the
quality of the service we deliver to our clients, and in our
technical innovations which have significantly advanced the
industry. All-Sea has over the years developed a great
management team that is the foundation of its success, and we have
invested heavily in the next generation of our employees, as people
have proven to be our most valuable asset that really contributes
to our bottom line. The proposed Sojourn transaction will
give All-Sea access to corporate expertise and to the capital
markets that will enable us to grow more quickly and capitalize on
many opportunities that lay before us. Speaking for myself
and the management team at All-Sea, we are all excited about
writing the next chapter in All-Sea's history with Sojourn."
The terms of the Proposed Transaction will be set out in a
definitive agreement (the "Definitive Agreement"), which
will contain representations and warranties for the benefit of each
of the parties and closing conditions as are in each case customary
in comparable transactions of this nature. The Definitive
Agreement will provide that closing of the Proposed Transaction is
subject to a number of conditions, being satisfied or waived by one
or more of the parties at or prior to closing, including the
following:
- completion of the Placement;
- receipt of all required shareholder approvals, from Sojourn's
shareholders;
- accuracy of the representations and warranties contained in the
Definitive Agreement as of the Closing Date;
- no material adverse change with respect to the Parties will
have occurred;
- receipt of all required regulatory, stock exchange, creditor,
court and security holder approvals; consents, waivers exemptions
and orders; and
- completion of a reorganization of the companies of the All-Sea
Group involving ASM acquiring all of the shares of the All-Sea
Group or the right to acquire such shares at or prior to the
Closing Date (the "All-Sea Reorganization").
The Definitive Agreement will also include a closing condition
which requires each of ASM and its subsidiaries on a consolidated
basis and Sojourn to have a specified amount of minimal working
capital, which amounts will be further considered and agreed upon
by the parties prior to the execution of the Definitive
Agreement.
It is anticipated that the number of board members for Newco
will be set at five, with ASM appointing four members and Sojourn
appointing one. Current board members of Sojourn not
appointed to the board of Newco will resign.
Each of Sojourn's directors and officers will enter into support
agreements pursuant to which they agree to vote their Sojourn
common shares in favour of the Proposed Transaction except in the
circumstances where Sojourn has terminated the Proposed Transaction
pursuant to the exercise of a "fiduciary out" which will be
included in the Definitive Agreement.
The LOI provides for a 120 day mutual exclusivity period during
which the parties will deal exclusively with each other and conduct
due diligence and negotiate the Definitive Agreement.
Sojourn has paid ASM an exclusivity fee of $500 (the "Exclusivity Fee"), and upon
confirmation by ASM that it has received signed copies of option
agreements in form and substance acceptable to Sojourn which give
ASM the right to acquire the shares of each of the companies of the
All-Sea Group, ASM will receive a further payment (the
"Additional Payment") of $37,000. The Exclusivity Fee and (if
paid by Sojourn) the Additional Payment will be non-refundable
unless ASM decides not to proceed with the Proposed Transaction
during the Exclusivity Period for any reason other than
determining, in its reasonable opinion, that any information about
Sojourn, its business or principals provided by Sojourn to ASM is
materially false, in which case the Exclusivity Fee will be
refunded forthwith to Sojourn. Additionally, if Sojourn (a)
fails to obtain financing sufficient to complete the Proposed
Transaction on terms which it considers reasonable, or (b) decides
not to proceed with the Proposed Transaction during the Exclusivity
Period for any reason other than determining in its reasonable
opinion that any information about ASM, its business or principals
provided by ASM to Sojourn is materially false, Sojourn will pay
ASM's reasonable legal and accounting fees incurred in connection
with the Proposed Transaction up to the maximum of $37,500 (the "Expense
Reimbursement"). The Expense Reimbursement shall not
be payable if Sojourn's failure to obtain such financing is in
Sojourn's reasonable opinion, due to any misrepresentation,
negligence or fraud on the part of ASM.
The composition of the board and management of the resulting
issuer after closing has not yet been determined. Sojourn
will be seeking an exemption from the TSX Venture Exchange's
sponsorship requirements on the basis that it is undertaking a
brokered financing to raise minimum proceeds of $500,000. The agent for Concurrent
Placement and the pricing of the Concurrent Placement have not been
determined. The Proposed Transaction is an arm's length
transaction. Following completion of the Proposed
Transaction, the resulting issuer will be an industrial issuer
under the policies of the TSX Venture Exchange.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all. Sojourn will provide further
updates as the process of negotiating the Definitive Agreement
advances.
On behalf of the Board of Directors,
"Joel Dumaresq"
Joel Dumaresq
President, Chief Executive Officer and Director
This news release contains statements about Sojourn's
expectations regarding the Proposed Transaction that are
forward-looking in nature and, as a result, are subject to certain
risks and uncertainties. Although Sojourn believes that the
expectations reflected in these forward-looking statements are
reasonable, undue reliance should not be placed on them as actual
results may differ materially from the forward-looking
statements. Factors that could cause the actual results to
differ materially from those in forward-looking statements include
failure to come to an agreement respecting the Proposed
Transaction. The forward-looking statements contained in this
news release are made as of the date hereof, and Sojourn undertakes
no obligation to update publicly or revise any forward-looking
statements or information, except as required by law.
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 accuracy or
adequacy of this release.
SOURCE Sojourn Ventures Inc.