OMT Announces Proposed Private Placement and Share Consolidation
May 05 2011 - 9:51AM
Marketwired
OMT Inc. ("OMT") (TSX VENTURE: OMT) announced today that the OMT
board of directors has approved, subject to receipt of all
applicable regulatory and shareholder approvals, a transaction
comprised of a non-brokered offering by way of private placement of
15 million subscription receipts ("Subscription Receipts") for
aggregate gross proceeds of $750,000 and a related consolidation of
the outstanding common shares ("Shares") on a nine-for-one (9:1)
basis (the "Share Consolidation"). Each Subscription Receipt will
entitle the holder thereof to receive, upon the satisfaction of
certain escrow release conditions, one unit (a "Unit") comprised
of: (i) one common share of OMT at a price of $0.05 per share on a
post Share Consolidation basis; and (ii) one (1) common share
purchase warrant (a "Warrant"), each Warrant entitling the holder
thereof to purchase one (1) common share of OMT on a post-Share
Consolidation basis at a price of $0.10 per share. The Emprise
Special Opportunities Fund, Limited Partnership ("Emprise LP") has
agreed to subscribe for 12.1 million of the Subscription Receipts.
The proceeds of the financing will be held in escrow and
released upon the satisfaction of the following conditions (at
which time the Subscription Receipts shall be automatically
exercised and converted into Units):
(a) the completion of the Share Consolidation;
(b) OMT reaching new arrangements with the debt and debentures holders in a
manner that is satisfactory to OMT and to the holders of more than 50%
of the Subscription Receipts;
(c) OMT shall not have issued any additional common shares or other
securities;
(d) receipt of final TSXV approval of the private placement of Subscription
Receipts; and
(e) the approval of holders of not less than 50% of the issued and
outstanding Shares with respect to the change of control resulting from
the issuance of the Shares (and Warrants) in exchange for the
Subscription Receipts.
OMT intends to use the proceeds of the private placement to
repay certain indebtedness and for general working capital
purposes.
On February 3, 2011, OMT announced that, after an in depth
strategic review process, the board of directors of OMT was of the
view that no transaction was available at that time which would
provide OMT with proceeds in excess of its outstanding
indebtedness. The board of directors of OMT is pleased to have been
able to advance a strategic alternative that is better for
stakeholders than was previously announced, and is of the view that
the proposed transaction represents the only currently available
alternative which will provide any potential remaining value to
OMT's shareholders.
The Share Consolidation will be subject to the approval of the
TSX Venture Exchange (the "TSXV") and the approval of OMT's
shareholders by way of special resolution. OMT expects to make an
announcement shortly with respect to the date of the meeting and
the record date for determining OMT shareholders who will be
entitled to vote at the meeting approving the Share
Consolidation.
The private placement of Subscription Receipts and the issuance
of Units to Emprise LP upon the exchange of Subscription Receipts
are subject to the approval of the TSXV. The Subscription Receipts
(and any Shares and Warrants issued pursuant to the exchange of
Subscription Receipts) will be subject to a four-month hold period
from the date of the issuance of the Subscription Receipts.
About OMT
OMT Inc. (OMT) is a technology solutions provider to the
broadcast and media industries across North America and
Internationally. iMediaTouch is OMT's flagship product suite of
audio content management and digital delivery software for
commercial and non-commercial broadcast radio applications. OMT's
iMediaTouch Radio Automation software and radio's #1 selling
digital logger, iMediaLogger, are installed worldwide in individual
stations, station groups and some of the largest broadcast and
audio delivery services to distribute audio content heard by
millions of people worldwide through television, radio, satellite,
cable and internet broadcasts. To learn more about our Company,
products and services, visit at www.omt.net.
The TSX Venture Exchange has not reviewed or approved the
contents of this press release and does not accept responsibility
for the adequacy or accuracy of this press release.
Contacts: OMT Inc. Bill Baines Executive Chairman and President
CEO (204) 975-0792 bbaines@omt.net
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