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Plantro announces take-over bid for OneMove Technologies Inc.
By: PR Newswire
Dec. 17, 2012 07:41 PM
TORONTO, Dec. 17, 2012 /CNW/ - Plantro Ltd. ("Plantro") and its sole shareholder, Matthew Proud ("Proud") together with Seastone Investments Limited ("Seastone"), the investment company of Proud's brother, Tyler Proud, are pleased to announce their take-over bid (the "Offer") for all of the issued and outstanding common shares of OneMove Technologies Inc. (TSX-V: OM) ("OneMove" or the "Company") at a price of Cdn.$0.425 per share. According to publicly available information, OneMove has 12,503,518 issued and outstanding common shares. The Offer will represent a premium of approximately 32% to the volume weighted average trading price of the common shares on the TSX-V for the 50 day period ended December 14, 2012.
Seastone, Plantro and Proud (together, the "Offeror") will file a joint amended early warning report indicating that, inter alia, they may be considered to be 'acting jointly and in concert' in respect of OneMove's securities, as such phrase is defined in section 91 of the Securities Act (Ontario). Collectively the Offeror owns or has control or direction over an aggregate of 2,985,500 common shares representing approximately 23.9% of the Company's issued and outstanding shares and warrants to acquire up to an additional 2,800,000 common shares representing approximately an additional 18.3% of the Company's common shares.
Assuming the exercise of the warrants held by the Offeror, the Offeror would own or have control or direction over an aggregate of 5,785,500 common shares representing approximately 37.8% of the Company's common shares.
There is currently no agreement, commitment or understanding between the Offeror and 2352512 Ontario Inc., a corporation owned by Proud's father, regarding their respective ownership of securities of the Company or the Offer. 2352512 Ontario Inc. currently owns 800,000 common shares representing approximately 6.4% of the Company's common shares and warrants to acquire up to an additional 800,000 common shares representing approximately an additional 6.0% of the Company's common shares, which taken together with securities held by the Offeror, represent approximately 45.9% of the Company's outstanding common shares (assuming exercise of warrants).
In addition, holders of an aggregate of approximately 2,000,000 (or 16%) of the Company's common shares not already owned by the Offeror have indicated their support for the Offer by entering into lock-up agreements.
By way of letter dated December 14, 2012, Plantro invited the Company to negotiate a support agreement in respect of the Offer which the Company declined.
The Offer will be made through a wholly owned subsidiary of Plantro and will be conditional on, among other things, the deposit of that number of common shares which, when taken together with the shares already owned by the Offeror, constitutes at least 66 2/3% of the shares. The Offeror has sufficient cash resources on hand that will be relied upon to take up and pay for common shares deposited and not withdrawn under the Offer.
The purpose of the Offer is to acquire all of the common shares not already owned by the Offeror. As the Offer is an "insider bid" as defined under Multilateral Instrument 61-101 ("61-101"), the Offeror has asked the Company to prepare a valuation pursuant to 61-101. The Offeror intends to commence the Offer as soon as practicable following receipt of the valuation from the Company, at which time the Offer documents will be filed with applicable securities regulatory authorities and copies will be delivered to OneMove. The Offeror intends to request a list of securityholders from the Company and, when received, will send the Offer documents to OneMove's securityholders. Copies of the Offer documents will also be available on SEDAR at www.sedar.com.
SOURCE Plantro Ltd.
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