eMedia Networks International Corporation (TSX VENTURE:EMM) ("eMedia") today announced a proposal by Jasvir Athwal, Darren Reiter and David Mears, all directors and officers of the Company, for the Company to go private.
eMedia said that the deal will be accomplished by consolidation of co's shares on basis of one new common share for every 1.2 million shares now outstanding.
Mr. Reiter states the following as reasons for the Proposal: "Given the lack of liquidity of the Common Shares, the inability of the Company to raise significant capital on the TSXV from Canadian investors, and on the basis that the administrative burden associated with the Company's status as a reporting company outweighs any benefits to the Company resulting from that status, I sincerely believe that it is in the best interests of the Company that it be taken private."
Under the Proposal, the going-private transaction will be accomplished through the consolidation of the Company's issued and outstanding common shares on the basis of one new common share for every 1,213,000 Common Shares now issued and outstanding. After effecting the Consolidation, those shareholders who would receive less than one whole New Common Share will have their fractional New Common Share purchased by the Company at a price of $0.045 in cash per Common Share held by them immediately prior to the Consolidation, with the result that following the Consolidation, the Company will have a small number of holders of at least one whole New Common Share, including Jasvir Athwal, Darren Reiter and David Mears, and fewer than 51 security holders in Canada in total. Following completion of the Transaction, eMedia will apply to have the New Common Shares delisted from the TSX Venture Exchange and it will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is currently a reporting issuer.
The $0.045 price per pre-Consolidation Common Share represents a 34.6% premium to the weighted average trading price of the Common Shares in the 10 trading days prior to November 18, 2013 ($0.033), a 31.4% premium to the weighted average trading price of the Common Shares in the 30 trading days prior to November 18, 2013 ($0.034), as well as a -16% premium to the weighted average trading price of the Common Shares in the 90 trading days prior to November 18, 2013 ($0.054).
The Proposal was considered by an independent special committee of the board of directors composed of Gordon Anderson and Dan Fraser. The Special Committee engaged Evans & Evans, Inc., an independent financial advisor, to prepare a fairness opinion with respect to the Transaction. Subject to the qualifications, restrictions and assumptions set forth in the Fairness Opinion, in the opinion of Evans, as at November 19, 2013, the terms of the Transaction are fair, from a financial point of view, to the minority shareholders of the Company.
After consideration of all of the circumstances, the Special Committee concluded that the Proposal is in the best interests of the Company and fair to the Minority Shareholders. Accordingly, the Special Committee recommended that the Board resolve to agree to the terms expressed in the Proposal and to approve the negotiation and execution of a formal agreement with Jasvir Athwal, Darren Reiter and David Mears to implement the Transaction, subject to the receipt of all required shareholder and regulatory approvals.
The Transaction is subject to shareholder approval by way of a special resolution of the shareholders of the Company and by a majority of the votes cast on the resolution by Minority Shareholders, and acceptance for filing by the TSX Venture Exchange. The Company will be calling a meeting of the Company's shareholders to be held in Vancouver, British Columbia at which the Transaction will be voted upon by shareholders Full details of the Transaction and the Meeting will be included in a management information circular which the Company is to send to shareholders shortly.
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