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South Korea's Nuri Telecom Makes Unsolicited $21 Million CDN Offer to Acquire Richmond, BC-based Apivio Systems
Thursday, January 19, 2017Company Profile | Follow Company
Richmond, BC, AL, January 19, 2017--(T-Net)--Apivio Systems Inc. (TSXV: APV) today announced that it has received an unsolicited acquisition offer from South Korea's Nuri Telecom Company Limited to purchase all of the company's outstanding common shares at a price of CAD$0.40 per share, payable in cash.
The Offer is not subject to a financing condition.
Apivio's share price spiked over 45% (from approx 0.265 to 0.385) on the news this week.
Nuri's offer of CDN$0.40 in cash for each Common Share represents a 51% premium based on the closing price of the Common Shares on the TSX Venture Exchange on January 16, 2017 (the last trading day prior to the public announcement by Nuri of its proposal to the Shareholders to acquire Apivio).
Apivio has advised shareholders not to take any action until further notice with respect to the announcement.
The proposed acquisition would value the company at approximately $21.12 million CDN, which is approximately .38 times Apivio's estimated 2016 sales of $56 million CDN (Apivia's sales for the nine months ended September 30, 2016 were CAD $41.3 million).
Higher offers may or may not be forthcoming.
Apivio's Liberty 2 WiFi phone
Nuri Telecom, headquartered in Seoul, Korea, is a leading provider of Smart Grid and Energy Management systems and solutions, enabling Advanced Metering and Smart Grid applications over wireless and electrical networks.
Nuri reported revenue of $65.7 million CDN (approx) in fiscal 2015 and had net profits of $5.0 million. The company has a current market cap of approximately $127.8 million CDN.
The company is publically traded on the KOSDAQ (Korean Stock Exchange) and has subsidiaries in Japan, South Africa and the United States of America (Irving, CA).
Jason Donville, independent director of Apivio, said, “Consistent with its fiduciary duties, the Board of Directors will carefully review and evaluate the offer. We are commencing a process to solicit potential alternative transactions that may provide greater value to shareholders, and shareholders should wait for the outcome of that process before making any decision with respect to their Apivio common shares. We have established a Special Committee of independent directors to evaluate the Nuri offer and manage the value maximization process.
The Special Committee, together with its legal and financial advisors, will carefully and thoroughly evaluate the full spectrum of alternatives to maximize shareholder value and make a recommendation to the full Board of Directors of Apivio. The Board must caution that such a process will not necessarily result in a transaction.”
Apivio advised shareholders to not deposit any Apivio common shares to the Nuri offer and to not take any other action concerning the offer until shareholders have received further communications from the Board of Directors.
As required by applicable securities laws, the Board will issue a Directors' Circular that will contain important information for shareholders, including the Board's recommendation regarding the offer. The Directors' Circular will also be filed on SEDAR and with Canadian securities regulators.
In addition to its legal counsel, Blake, Cassels & Graydon, LLP, Apivio has retained Haywood Securities Inc. as financial advisors to provide financial advice in connection with the offer and the value maximization process.
Apivio's Android-based UT880 Desk Phone
Additional Details:
About Apivio Systems
Apivio Systems Inc. is a Canadian technology company principally engaged in the design, development, marketing, and sale of communications equipment and software. It has a wholly-owned Korean subsidiary with an established track record of supplying VoIP telephone equipment and other products to major Korean and international telecommunications carriers.
Apivio shares trade on the TSX Venture Exchange under the symbol “APV”. Electronic copies of our financial statements, press releases, and other public information are available on our website at www.apivio.com.
This press release has been prepared by Apivio Systems Inc. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact
Rob Bakshi Babak Pedram
President and Chief Executive Officer Investor Relations
Apivio Systems Inc. Virtus Advisory Group Inc.
604-343-4200 416-644-5081
rbakshi@apivio.com bpedram@virtusadvisory.com
Forward-Looking Statements
Except for the historical and present factual information contained herein, the matters set forth in this news release, including words such as “expects”, “projects”, “plans” and similar expressions, are forward-looking information that represents management of Apivio's internal projections, expectations or beliefs concerning, among other things, future operating results and various components thereof or the economic performance of Apivio. The projections, estimates and beliefs contained in such forward looking statements necessarily involve known and unknown risks and uncertainties, which may cause Apivio's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those described in Apivio's filings with the Canadian securities authorities. Accordingly, holders of Apivio shares and potential investors are cautioned that events or circumstances could cause results to differ materially from those predicted.