|By Marketwired .||
|July 3, 2014 09:07 AM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/03/14 -- Niagara Ventures Corporation ("NVC") (TSX VENTURE: NIA.P) announced today that it has entered into a binding letter of intent ("LOI") with Blu-Dot Beverage Company Inc. ("Blu-Dot") which outlines the general terms and conditions of a proposed transaction pursuant to which NVC will acquire all of the issued and outstanding securities of Blu-Dot in exchange for securities of NVC (the "Transaction"). The LOI was negotiated at arm's length and is effective as of July 2nd, 2014.
NVC is a capital pool company listed on the TSX Venture Exchange (the "TSXV"). NVC has not commenced commercial operations and has no assets other than cash. The Transaction, if completed, will constitute NVC's "Qualifying Transaction", as defined in TSXV policies.
Blu-Dot is based in Oakville, Ontario and governed by the laws of the Province of Ontario. Blu-Dot is in the business of providing healthy, all natural beverages to customers for everyday use in support of a healthy lifestyle without compromising taste or quality. Blu-Dot's current line of beverages is produced using a patent pending formula and process.
The Transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties. The Transaction is subject to regulatory approval, including the approval of the TSXV, and standard closing conditions, including the approval of the Transaction by the directors of each of NVC and Blu-Dot and completion of due diligence investigations to the satisfaction of each of NVC and Blu-Dot, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, corporate and securities law, and accounting efficiencies.
Trading in the common shares of NVC (the "NVC Shares") will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the TSXV.
The Proposed Transaction
NVC agrees to seek regulatory and any required shareholder approval to acquire all of the issued and outstanding common shares of Blu-Dot ("Blu-Dot Shares"), on the basis of a Shareholder Equity Valuation of NVC of $2,550,706 with 12,753,532 common shares ("NVC Shares") outstanding at a price of $0.20 per share.
The Enterprise Valuation of Blu-Dot will be $2,050,000. This Enterprise Valuation of Blu-Dot equates to Shareholder Equity Valuation of $1,875,000 plus a maximum $175,000 of Blu-Dot Debt. The Blu-Dot Shareholder Equity Valuation will be finalized on closing based on the closing date value of Blu-Dot Debt.
Upon the closing of the Transaction the number of Blu-Dot Shares then outstanding representing its $1,875,000 Shareholder Equity Valuation will be proportionately equated to NVC Shareholder Equity Valuation of $2,550,706. The requisite number of NVC Shares at $0.20 per share will be issued in exchange for the Blu-Dot Shares. The net asset position of NVC at closing will be at least $ 2 Million (before any costs borne by NVC to close a transaction with Blu-Dot).
It is expected that following completion of the Transaction the current holders of NVC Shares will hold approximately XX% of the outstanding shares of the resulting issuer and the current holders of Blu-Dot Shares will hold approximately XX% of the outstanding shares of the resulting issuer.
Prior to the completion of the Transaction, NVC shall call a meeting of its shareholders for the purpose of approving, among other matters, (i) a change of name of NVC to complement the business of the resulting issuer; (ii) election of individuals to the board of directors of NVC; and (iii)) if required by the TSXV, the approval of the Transaction.
Upon closing of the Transaction, the board of NVC shall be reconstituted in a manner that complies with the requirements of the TSXV and applicable securities laws. NVC and Blu-Dot shall each be entitled to select two nominees on the reconstituted board and one additional director nominee shall be mutually agreed, subject to a majority of the Board being independent directors and the receipt of applicable regulatory approvals.
Other Conditions to Transaction
Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed, or at all.
Other conditions to completion of the Transaction include, but are not limited to:
-- Negotiation and execution of a Definitive Agreement in respect of the Transaction. -- Preparation and filing of a disclosure document outlining the definitive terms of the Transaction in accordance with the rules of the TSXV. -- Receipt of all requisite approvals from shareholders, regulatory authorities (including the TSXV) and third parties involved in the manufacturing, distribution and sale of Blu-Dots products relating to the Transaction. -- No material adverse change prior to completion of the Transaction. -- The representations and warranties being true and correct in all material respects as of the closing of the Transaction. -- Receipt of legal opinions in relation to the Transaction. -- There being no debts or amounts owing to certain insiders and other non- arm's length persons, other than as disclosed in the LOI or for expenses incurred in the ordinary course. -- No legal proceeding, regulatory action, inquiry or investigation as at the closing of the Transaction which may have a material adverse effect. -- No prohibition at law against the Transaction. -- Compliance with the terms of the binding LOI. -- No material breach of the covenants contained in the Transaction documents.
Further details about the proposed Transaction and the resulting issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Transaction.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of NVC that may be issued in connection with the Transaction, the ownership ratio of NVC post-closing, and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. NVC assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
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. In addition, this release is not for distribution to United States newswire services or for dissemination in the United States.
Niagara Ventures Inc.
Chairman and Chief Executive Officer
Blu-Dot Beverage Company Inc.
President and Chief Executive Officer
The 5th International DevOps Summit, co-located with 17th International Cloud Expo – being held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the...
Jun. 2, 2015 01:15 PM EDT Reads: 4,252
Akana, a leading provider of API Management, API Security and Cloud Integration solutions, announced that it is introducing DevOps automation to the API lifecycle. New capabilities in Akana's API Management platform significantly reduce the time required to update API definitions and versions. DevOps teams will be able to work faster in designing and developing APIs, as well as managing them at runtime and publishing them to a portal.
Jun. 2, 2015 01:15 PM EDT Reads: 588
DevOps Summit at Cloud Expo New York is offering a limited time FREE "Expo Plus" registration option in New York. On site registration price of $1,95 will be set to 'free' for delegates who register during special offer. To take advantage of this opportunity, attendees can use the coupon code, and secure their registration to attend all keynotes, @DevOpsSummit sessions at Cloud Expo, expo floor, and SYS-CON.tv power panels. Special FREE registration givess access to all Containers and Microservi...
Jun. 2, 2015 01:00 PM EDT Reads: 939
"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Jun. 2, 2015 01:00 PM EDT Reads: 4,308
2015 predictions circa 1970: houses anticipate our needs and adapt, city infrastructure is citizen and situation aware, office buildings identify and preprocess you. Today smart buildings have no such collective conscience, no shared set of fundamental services to identify, predict and synchronize around us. LiveSpace and M2Mi are changing that. LiveSpace Smart Environment devices deliver over the M2Mi IoT Platform real time presence, awareness and intent analytics as a service to local connecte...
Jun. 2, 2015 01:00 PM EDT Reads: 1,031
The world is at a tipping point where the technology, the device and global adoption are converging to such a point that we will see an explosion of a world where smartphone devices not only allow us to talk to each other, but allow for communication between everything – serving as a central hub from which we control our world – MediaTek is at the heart of both driving this and allowing the markets to drive this reality forward themselves. The next wave of consumer gadgets is here – smart, con...
Jun. 2, 2015 12:45 PM EDT Reads: 1,107
The basic integration architecture, as defined by ESBs, hasn’t changed for more than a decade. Most cloud integration providers still rely on an ESB architecture and their proprietary connectors. As a result, enterprise integration projects suffer from constraints of availability and reliability of these connectors that are not re-usable across other integration vendors. However, the rapid adoption of APIs and almost ubiquitous availability of APIs amongst most SaaS and Cloud applications are ra...
Jun. 2, 2015 12:45 PM EDT Reads: 689
The only place to be Nov 3-5 is Cloud Expo | @ThingsExpo | DevOps Summit 2015 West at the Santa Clara Convention Center in Santa Clara, CA. Join us there as delegates from all over the world come to listen to and engage with speakers & sponsors from the leading Cloud Computing, IoT, Big Data and DevOps companies. Cloud Expo & @ThingsExpo are the leading events covering the booming market of Cloud Computing, IoT & Big Data for the enterprise. Speakers from all over the world will be hand-picked...
Jun. 2, 2015 12:45 PM EDT Reads: 1,762
The enterprise market will drive IoT device adoption over the next five years. In his session at @ThingsExpo, John Greenough, an analyst at BI Intelligence, division of Business Insider, will analyze how companies will adopt IoT products and the associated cost of adopting those products. John Greenough is the lead analyst covering the Internet of Things for BI Intelligence- Business Insider’s paid research service. Numerous IoT companies have cited his analysis of the IoT. Prior to joining B...
Jun. 2, 2015 12:30 PM EDT Reads: 931
“We are a managed services company. We have taken the key aspects of the cloud and the purposed data center and merged the two together and launched the Purposed Cloud about 18–24 months ago," explained Chetan Patwardhan, CEO of Stratogent, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Jun. 2, 2015 12:15 PM EDT Reads: 3,926
SYS-CON Events announced today that the "First Containers & Microservices Conference" will take place June 9-11, 2015, at the Javits Center in New York City. The “Second Containers & Microservices Conference” will take place November 3-5, 2015, at Santa Clara Convention Center, Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
Jun. 2, 2015 12:15 PM EDT Reads: 887
While there are hundreds of public and private cloud hosting providers to choose from, not all clouds are created equal. If you’re seeking to host enterprise-level mission-critical applications, where Cloud Security is a primary concern, WHOA.com is setting new standards for cloud hosting, and has established itself as a major contender in the marketplace. We are constantly seeking ways to innovate and leverage state-of-the-art technologies. In his session at 16th Cloud Expo, Mike Rivera, Seni...
Jun. 2, 2015 12:15 PM EDT Reads: 1,172
SYS-CON Events announced today DevOps.com will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. Launched in 2014, DevOps.com has quickly established itself as an indispensable resource for DevOps education and community building. DevOps.com make it their mission to cover all aspects of DevOps – philosophy, tools, business impact, best practices and more.
Jun. 2, 2015 12:14 PM EDT Reads: 236
ThingsExpo New York is offering a limited time FREE "Expo Plus" registration option in New York. On site registration price of $1,95 will be set to 'free' for delegates who register during special offer. To take advantage of this opportunity, attendees can use the coupon code, and secure their registration to attend all keynotes, ThingsExpo sessions, expo floor, and SYS-CON.tv power panels. Special FREE registration givess access to all DevOps, Containers and Microservices sessions as well. Regi...
Jun. 2, 2015 12:00 PM EDT Reads: 987
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it!
Jun. 2, 2015 12:00 PM EDT Reads: 893