Calgary-based Galvanic Applied Sciences Inc. (TSXV:GAV), a manufacturer of analysis and measurement equipment for the natural gas and process industries, has been taken private through an acquisition by an affiliate of private equity firms Right Lane Capital, 2SV Capital and Tuckerman Capital. The acquisition price was approximately $20 million. The company’s new investors, led by New Hampshire-based Tuckerman, now own 69.7% of issued and outstanding common shares.
Galvanic Applied Sciences Inc. announces close of take-over bid
CALGARY, Aug. 7, 2013 /CNW/ – Galvanic Applied Sciences Inc. (“Galvanic”) (TSXV:GAV) announces today that it has been informed that 1756349 Alberta Ltd. (the “Offeror”) has taken up 11,719,049 common shares of Galvanic deposited under the Offeror’s previously announced offer to acquire all of the issued and outstanding common shares of Galvanic (the “Offer”). The Offer has now expired and, after giving effect to the take-up and payment of such 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.
In accordance with the terms of the Offer, concurrently with take-up and payment for the Galvanic common shares, each of the current directors of Galvanic will resign and Timothy Briglin, Drew Sawyer, Eric Mara and Jorge Calderon, each a director of the Offeror, will be appointed as directors of Galvanic.
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. The Offeror has also announced its intentions to complete a subsequent acquisition transaction prior to the end of September 2013. In this regard, Galvanic intends to mail an information circular to its shareholders in the coming weeks.
Galvanic intends to cause the Galvanic common shares to be de-listed from the TSX Venture Exchange as soon as practicable and to apply to the securities regulatory authorities for Galvanic to cease to be a reporting issuer.
Galvanic is an innovative electronic technology company that develops instrumentation and manufactures equipment for the natural gas processing and distribution markets and liquids process markets. Products include analyzers for sulfur and BTU measurement in gases, electronic volume correctors and recorders used in combination with commercial natural gas meters, and tytrators, viscometers, suspended solids and turbidity analyzers for on-line liquid analysis.
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: 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.
Galvanic 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 Galvanic 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 the Offeror, 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 Galvanic’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. Galvanic 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.
Neither 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 or accuracy of this release.
SOURCE Galvanic Applied Sciences Inc.
For further information:
Helen Cornett, Chief Executive Officer, Telephone: (403) 252-8470, Fax: (403) 255-6287, email: email@example.com, website: www.galvanic.com.
Photo courtesy of Shutterstock.