|By Marketwired .||
|September 19, 2013 05:36 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 09/19/13 -- Galvanic Applied Sciences Inc. ("Galvanic") (TSX VENTURE:GAV) announces that, at a special meeting (the "Meeting") of its shareholders held today, the shareholders of Galvanic approved the amalgamation of Galvanic and 1756349 Alberta Ltd. ("1756349"). Subsequent to completion of the Meeting, Galvanic and 1756349 were amalgamated as Galvanic Applied Sciences Inc. ("Amalco").
As a result of the amalgamation, and in accordance with the amalgamation agreement dated August 22, 2013 between Galvanic and 1756349, each common share of Galvanic previously held by Galvanic shareholders (other than dissenting shareholders and 1756349) was converted into one Amalco redeemable preferred share and redeemed by Amalco. Pursuant to the redemption, former shareholders of Galvanic are entitled to cash proceeds of $1.70 per Amalco redeemable preferred share, without interest.
Full particulars of the amalgamation and subsequent redemption of the Amalco redeemable preferred shares are described in the management information circular mailed to shareholders of Galvanic dated August 22, 2013 (the "Circular"), a copy of which is available on the SEDAR website at www.sedar.com. The Circular and letter of transmittal available on the SEDAR website contain instructions for shareholders to receive the consideration payable to them in connection with the amalgamation and redemption.
Holders should consult their own tax advisors with respect to the income tax consequences to them of the above noted transactions.
The common shares of Galvanic are expected to be delisted from and no longer traded on the TSX Venture Exchange as soon as possible, in accordance with the rules and policies of the TSX Venture Exchange.
Galvanic will also apply to cease to be a reporting issuer under applicable Canadian securities laws, subject to the satisfaction of applicable regulatory requirements.
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: 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 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 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 shareholders in respect of the subsequent acquisition transaction, failure to obtain necessary approvals or otherwise fulfill all conditions necessary to 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 de-listing of Galvanic's common shares and Galvanic ceasing to be a reporting issuer. 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.