Foccini Announces Conditional Agreement to Sell Austrian Operations
June 08 2009 - 10:07AM
Marketwired
Foccini International Inc. ("Foccini" or the "Company")(TSX
VENTURE: FOI) announces today that it has successfully concluded
its previously announced negotiations to sell its 100% stake in its
operating subsidiary, Foccini Trade GmbH ("FT Sub") to its founder
and current Chief Executive Officer, Christian Jagerhofer, by
entering into a conditional share purchase agreement with Mr.
Jagerhofer (the "Proposed Disposition Transaction").
Completion of the Proposed Disposition Transaction will fulfill
one of the conditions that will permit Foccini to exercise its
option to purchase all the outstanding shares of Arch Biotech Inc.
as previously disclosed in a press release issued May 6, 2009.
Disinterested shareholder approval of the Proposed Disposition
Transaction is being sought at the Company's upcoming annual and
special meeting of shareholders scheduled for 11:00 am, June 29,
2009 at the National Club, 303 Bay Street, Toronto, Ontario (the
"Meeting"). If the Proposed Disposition Transaction is approved,
Mr. Jagerhofer will immediately resign his positions as a director
and as Chief Executive Officer of the Company.
In connection with the Proposed Disposition Transaction, Mr.
Jagerhofer will tender 1,000,000 Foccini common shares for
cancellation and concurrently release and indemnify Foccini in
connection with all liabilities relating to past and future
operations of the FT Sub. All intercompany balances between Foccini
and the FT Sub, including any outstanding entries between Foccini
and Mr. Jagerfhofer, will be written down to zero.
Further information concerning the Proposed Disposition
Transaction is available in the Company's Management Information
Circular prepared in connection with the Meeting and can be viewed
under the Company's profile at www.SEDAR.com. Completion of the
Proposed Disposition Transaction is subject to compliance with all
necessary regulatory and other approvals and certain other terms
and conditions.
For more information on the business operations of the FT Sub
please refer to Foccini's 2008 audited annual financial statements,
first quarter 2009 financial statements and Management's Discussion
and Analysis also available under the Company's profile at
www.SEDAR.com.
Non Arm's Length Parties
Christian Jagerhofer, the person to whom the 100% stake in the
FT Sub is to be sold, is the current Chief Executive Officer of the
Company and is also a director of Foccini. As such, Mr. Jagerhofer
is considered to be a non-arm's length party, and as a result, the
Proposed Disposition Transaction is considered to be a "related
party transaction" as such term is defined in Multilateral
Instrument 61-101 - Protection of Minority Securityholders in
Special Transactions ("MI 61-101"). However, the Proposed
Disposition Transaction does not exceed 25% of the Company's market
capitalization and is therefore exempt from the formal valuation
approval requirements of MI 61-101. Nevertheless, the disposition
of the FT Sub is a non-arm's length transaction pursuant to the
policies of the TSX Venture Exchange, and as such, disinterested
shareholder approval for the Proposed Disposition Transaction is
being sought at the Meeting.
Completion of the Proposed Disposition Transaction is subject to
a number of conditions, including Exchange acceptance and
disinterested Shareholder approval. 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
Management Information Circular prepared in connection with the
Meeting, any information released or received with respect to the
Proposed Disposition Transaction may not be accurate or complete
and should not be relied upon. Trading in the securities of Foccini
International Inc should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Forward-Looking Statements
All statements, other than statements of historical fact, in
this news release are forward looking statements that involve
various risks and uncertainties, including, without limitation,
statements regarding the future plans and objectives of the
Company. There can be no assurance that such statements will prove
to be accurate. Actual results and future events could differ
materially from those anticipated in such statements. These and all
subsequent written and oral forward-looking statements are based on
the estimates and opinions of management on the dates they are made
and are expressly qualified in their entirety by this notice. The
Company assumes no obligation to update forward-looking statements
should circumstances or management's estimates or opinions
change.
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 of this
release.
Contacts: Foccini International Inc. Richard Muruve Director
(647) 428-7031
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