NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES
CALGARY, Alberta, July 19, 2017 (GLOBE NEWSWIRE) -- Vier Capital Corp. ("Vier" or the "Corporation") (TSX Venture:VIE.P) today announced its proposed Qualifying Transaction under Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (the “TSXV”) involving a business combination with Vertex Resource Group Ltd. ("Vertex"). Vertex is a private company incorporated under the laws of Alberta.
Vier entered into a letter of intent with Vertex dated July 17, 2017, pursuant to which Vier intends to acquire all of the issued and outstanding securities of Vertex (the "Vertex Securities"), effected by way of an arrangement, share exchange or similar transaction pursuant to the terms of a definitive agreement to be entered into by Vier and Vertex (the “Definitive Agreement”), and the Business Corporations Act (Alberta) (the “Proposed Transaction”). For convenience, Vier as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the “Resulting Issuer”.
In connection with the Proposed Transaction, it is anticipated that: (i) all of the issued and outstanding common shares of Vier (the "Vier Shares") will be consolidated on a 10-for-1 basis; and (ii) 85,773,433 post-consolidation Vier Shares will be issued to Vertex securityholders in exchange for their Vertex Securities. The Proposed Transaction values the Vier Shares at $1.00 per share on a post-consolidation basis. It is estimated that there will be approximately 86.5 million common shares of the Resulting Issuer issued and outstanding immediately following closing of the Proposed Transaction, with former Vier shareholders holding approximately 0.85% of such common shares and former Vertex securityholders holding approximately 99.15% of such common shares.
Upon completion of the Proposed Transaction, Vier will change its name to Vertex Resource Group Ltd. Concurrent with the completion of the Proposed Transaction, it is expected that all directors and officers of Vier will resign and be replaced by Vertex nominees.
The Proposed Transaction is subject to receipt of requisite regulatory, stock exchange, court, governmental and shareholder approvals, authorizations and consents. Shareholders of Vier approved the consolidation and name change at Vier’s most recent shareholder meeting in May 2017 and it is anticipated that the Proposed Transaction will not require shareholder approval of Vier.
Vier has agreed not to solicit or negotiate with any entity, other than Vertex, in respect of a sale or transfer of Vier Shares until the earlier of August 15, 2017 or the mutual agreement of Vier and Vertex not to pursue the execution of a Definitive Agreement.
A comprehensive press release with further particulars relating to the Proposed Transaction the Corporation following completion of the Proposed Transaction will follow in accordance with the policies of the TSXV.
Conditions to Completion of Proposed Transaction & Regulatory Matters
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to: completion of satisfactory due diligence; execution of the Definitive Agreement; TSXV acceptance of the Proposed Transaction; and approval of the Proposed Transaction by Vertex shareholders. The Proposed Transaction cannot close until the required approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
The parties to the Proposed Transaction are at arm’s length and therefore it is anticipated that the Proposed Transaction will not be a Non-Arm’s Length Qualifying Transaction for purposes of Policy 2.4 as none of the directors, officers or insiders of Vier, or any of their respective associates or affiliates, own any securities of Vertex. If available, the Corporation will make an application to the TSXV for an exemption from the sponsorship requirements of Policy 2.2 – Sponsorship and Sponsorship Requirements of the TSXV, but there is no assurance that such an exemption will be granted.
Trading of the Vier Shares is presently halted and is expected to remain halted pending the closing of the Proposed Transaction. While halted, the Vier Shares may only trade upon TSXV approval and the filing of required materials with the TSXV as contemplated by the policies of the TSXV.
About Vier
Vier is a capital pool company created to identify potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value.
About Vertex
Vertex is a private company that commenced operations in 1976. Vertex has grown to become a leading provider of environmental and industrial services, including environmental and land consulting, fluid hauling and management, industrial insulation, cleaning and equipment rentals. Vertex is headquartered in Sherwood Park, Alberta and employs a staff of approximately 450 employees that service a wide array of customers in industries such as oil and gas upstream and midstream, utilities, telecommunication, forestry, agriculture and government. Vertex principally operates in Western Canada, with limited but growing operations in the United States.
For further information: Jason Krueger, President, Vier Capital Corp., 587-585-1776; or Terry Stephenson, President & CEO, Vertex Resource Group Ltd., 780-464-3295
Cautionary Note
As noted above, completion of the Proposed Transaction is subject to receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents, approval of the shareholders of Vertex and Vier (if required), and completion of the consolidation by Vier. The Proposed Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction required to be filed with the securities regulatory authorities having jurisdiction over the affairs of Vier, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Vier on the TSXV should be considered highly speculative.
Forward-Looking Information
Although the Corporation believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Vier and Vertex, the Proposed Transaction (including TSXV approval, shareholder and court approval (as applicable), and the closing of the Proposed Transaction) and the board of directors and management of the Resulting Issuer upon completion of the Proposed Transaction. Such statements and information reflect the current view of Vier and/or Vertex, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: (i) there is no assurance that Vier and Vertex will obtain all requisite approvals for the Proposed Transaction, including the approval of their respective shareholders (if applicable), the approval of the TSXV for the Proposed Transaction (which may be conditional upon amendments to the terms of the Transaction) or court approval (if applicable) of the Transaction; (ii) following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; (iii) new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and (iv) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. There are a number of important factors that could cause Vier and Vertex’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Vier; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, and general market and industry conditions. The terms and conditions of the Qualifying Transaction may be based on the Corporation’s due diligence and the receipt of tax, corporate and securities law advice for both the Corporation and Vertex. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Vertex, their securities, or their respective financial or operating results (as applicable).
Vier cautions that the foregoing list of material factors is not exhaustive. When relying on Vier’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Vier has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Vier as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Vier does not undertake to update this information at any particular time except as required in accordance with applicable laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the 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 press release.