CALGARY,
Aug. 7, 2013 /CNW/ - 1756349 Alberta
Ltd. (the "Offeror") announces that it has been successful in its
bid to acquire Galvanic Applied Sciences Inc. ("Galvanic") under
its previously announced offer to acquire all of the issued and
outstanding common shares of Galvanic (the "Offer"). A total
of 11,719,049 common shares of Galvanic were validly deposited at
the expiry time of the Offer. The Offeror has taken up all of
the deposited common shares and intends to pay for such shares as
soon as possible, but in any event no later than Friday, August 9, 2013. The Offer has now
expired and, accordingly, after giving effect to the take-up and
payment of the Galvanic common shares, the Offeror will hold
11,719,049 Galvanic common shares, representing approximately 69.7%
of the issued and outstanding common shares of Galvanic.
Galvanic shareholders who tendered to the Offer will receive
$1.70 in cash for each Galvanic
common share tendered.
The Offeror intends to complete a subsequent
acquisition transaction prior to the end of September 2013. Under such transaction, the
consideration payable per Galvanic common share will be the same as
the consideration paid by the Offeror per Galvanic common share
under the Offer. Galvanic has advised the Offeror that it
intends to mail an information circular to its shareholders in the
coming weeks.
The Offeror has also been advised by Galvanic
that it intends to cause the Galvanic common shares to be de-listed
from the TSX Venture Exchange ("TSX-V") as soon as practicable and
to apply to the securities regulatory authorities for Galvanic to
cease to be a reporting issuer.
The Offeror made its Offer on June 28, 2013 when it mailed a take-over bid
circular to Galvanic shareholders. The deposit period under
the Offer expired at 4:00 p.m.
(Toronto time) on August 6, 2013.
Forward-Looking Statements. This
release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue",
"estimate", may", "will", "should", believe", "intends",
"forecast", "plans", "guidance" and similar expressions are
intended to identify forward-looking statements or
information. More particularly and without limitation, this
news release contains forward-looking statements and information
concerning the anticipated timing for: payment for the Galvanic
common shares taken up by the Offeror, mailing the information
circular in respect of a subsequent acquisition transaction,
completion of a subsequent acquisition transaction by the Offeror,
de-listing the common shares of Galvanic from the TSX-V and
submission of an application for Galvanic to cease to be a
reporting issuer.
The Offeror has provided such forward-looking
statements and information in reliance on certain assumptions that
it believes are reasonable at this time, including assumptions as
to the ability of the Offeror to complete the subsequent
acquisition transaction and the ability of Galvanic to fulfil all
conditions necessary to de-list and to cease to be a reporting
issuer. The dates reflected in the forward-looking statements and
information may change for a number of reasons, including the need
for additional time to: prepare the information circular, hold a
shareholders' meeting to approve the subsequent acquisition
transaction and satisfy the conditions to de-list and cease to be a
reporting issuer. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release concerning these times.
Although the Offeror believes that the
expectations reflected in such forward-looking statements and
information are reasonable, it can give no assurance that such
expectations will prove to be correct. Since forward-looking
statements and information address future events and conditions, by
their very nature they involve inherent risks and
uncertainties. Actual results may differ materially from
those currently anticipated due to a number of factors and
risks. These include, but are not limited to, actions taken
by Galvanic, actions taken by shareholders in respect of the
subsequent acquisition transaction, failure to obtain necessary
approvals or otherwise fulfill all conditions necessary to complete
the subsequent acquisition transaction, de-list and cease to be a
reporting issuer and legislative or regulatory changes.
Readers are cautioned that the foregoing list of factors is not
exhaustive.
The forward-looking statements and
information contained in this news release are made as of the date
hereof for the purpose of providing the readers with the Offeror's
expectations in respect of the acquisition of Galvanic by the
Offeror. The forward-looking statements and information may
not be appropriate for other purposes. The Offeror undertakes no
obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
SOURCE Galvanic Applied Sciences Inc.