Welcome!

News Feed Item

Telehop Enters into Definitive Agreement to Acquire G3 Telecom Companies and Wireless Spectrum

Telehop Communications Inc. (“Telehop” or the “Company”) (TSX-V: HOP) is pleased to announce that, further to its news release dated December 2, 2013, it has entered into a definitive purchase agreement (the “Agreement”) to acquire shares and assets of G3 Telecom Corp., and its group of affiliated companies (collectively, “G3 Telecom”), which will launch the Company into the wireless services industry. G3 Telecom is a facilities-based reseller of telecommunication services in Canada, and is registered with the Canadian Radio-television Telecommunications Commission (“CRTC”) and the Federal Communications Commission (“FCC”) in the United States.

In accordance with the terms of the Agreement, Telehop will acquire G3 Telecom’s telecommunications businesses in the United States and the Philippines, as well as wireless telecommunications licenses for Huntsville, Ontario and Dawson Creek, British Columbia, and will operate a worldwide telecommunications and wireless business upon completion of the transaction.

The aggregate purchase price of the acquisition is $4,300,000, payable in $2,000,000 in cash on the date of closing, $1,500,000 over 24 months from the date of closing by way of a secured promissory note with interest at 5% per annum and the issuance of 8,000,000 million common shares of the Company (the “Shares”) at a deemed value of $0.10 per Share. The Agreement provides for a price reduction of $1,000,000 should Industry Canada not approve the transfer consents of two wireless spectrum licenses to Telehop’s control within 90 days from the date of closing. This reduction will be offset against the $1,500,000 outstanding over 24 months after closing. The Agreement also provides for the cancellation of 5,000,000 Shares issued to the vendors in the event that the FCC fails to approve the transfer consents of G3 Telecom’s US subsidiary to Telehop’s control within 90 days from closing. The Company does not anticipate any issues with respect to obtaining the regulatory consents and transfers.

In connection with the transaction, Telehop will complete a concurrent private placement (the “Offering”) of up to $3,000,000 of unsecured, five (5) year debentures (the “Debentures”). A portion of the gross proceeds of the Offering will be used to finance the acquisition costs, along with the closing and integration costs of G3 Telecom’s business with Telehop. The Debentures will mature five (5) years from the date of closing of the Offering (the “Maturity Date”) and will bear interest at a rate of 10% per annum payable semi-annually in cash, on June 30 and December 31 in each year, commencing on June 30, 2014 with the final payment due on the Maturity Date. Each Debenture will be priced at a 2% discount, namely at $980 per $1,000 of the principal amount thereof. The Debentures may be redeemed at the option of the Company provided that the Debentures are not redeemable before June 30, 2016. On and after June 30, 2016, and at any time prior to the Maturity Date, the Debentures are redeemable at the option of the Company at a price equal to $1,000 per Debenture plus accrued and unpaid interest thereon up to but excluding the date of redemption. The Company has engaged Jones, Gable & Company Limited (“Jones Gable”) to act as finder in connection with the Offering and will pay Jones Gable a fee equal to 6.5% of the gross proceeds raised from the sale of the Debentures. The Debentures issued pursuant to the Offering will be subject to a statutory four month and one day hold period. Completion of the Offering is subject to receipt of all required regulatory and other approvals.

Upon successful closing of the transaction, both Mr. Rajan Arora, the current CEO of G3 Telecom and Telehop CEO Rajiv Jagota, will be nominated to join the Board of Directors.

Completion of the transactions contemplated herein remains subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance, any other required regulatory and/or shareholder approval, and completion of Offering. The acquisition of G3 Telecom will constitute be “fundamental acquisition” as such term is defined in the policies of the TSX Venture Exchange. A business acquisition report in respect of the purchase of G3 Telecom will be prepared in compliance with National Instrument 51-102 – Continuous Disclosure Obligations and filed within 120 days after completion of the acquisition.

About Telehop

Telehop Communications Inc. was founded in 1993 and is headquartered in Toronto, Ontario. The Company has grown into one of the largest alternative telecommunications providers to both residential and business customers.

Telehop originally began offering residential and business two-way monthly 'flat rate' calling services in the Greater Toronto area between communities where a call would otherwise be a long distance call. In 1994, Telehop became one of Canada's few Equal Access Long Distance Providers, allowing it to offer its customers full service long distance calling globally at significantly lower rates. The CRTC has licensed Telehop as a Class “A” telecommunications carrier.

Telehop’s dedication and priority is providing residential and businesses with exceptional phone services at competitive rates without sacrificing quality service.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events. All statements other than statements of historical fact are forward-looking statements. The use of the words ‘‘may”, “expected”, “believes” and other words of a similar nature are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Telehop believes these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Such statements include statements with respect to Telehop’s anticipated completion of the acquisition and the Offering and the timing thereof, shareholder and regulatory approval of the acquisition, and transfer of the wireless spectrum licenses and regulatory consents. Actual results could differ materially from those anticipated in these forward-looking statements as a result of prevailing economic conditions, receipt of requisite regulatory approvals, and other factors, many of which are beyond the control of Telehop. The completion of the acquisition and Offering is subject to certain conditions of closing and there is no assurance that all conditions will be met in a timely manner or at all. The forward-looking statements contained in this news release represent Telehop’s expectations as of the date hereof, and are subject to change after such date. Telehop disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations.

http://www.telehop.com

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
SYS-CON Events announced today that Mobile Create USA will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Mobile Create USA Inc. is an MVNO-based business model that uses portable communication devices and cellular-based infrastructure in the development, sales, operation and mobile communications systems incorporating GPS capabi...
Cloud applications are seeing a deluge of requests to support the exploding advanced analytics market. “Open analytics” is the emerging strategy to deliver that data through an open data access layer, in the cloud, to be directly consumed by external analytics tools and popular programming languages. An increasing number of data engineers and data scientists use a variety of platforms and advanced analytics languages such as SAS, R, Python and Java, as well as frameworks such as Hadoop and Spark...
SYS-CON Events announced today that Enroute Lab will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enroute Lab is an industrial design, research and development company of unmanned robotic vehicle system. For more information, please visit http://elab.co.jp/.
Real IoT production deployments running at scale are collecting sensor data from hundreds / thousands / millions of devices. The goal is to take business-critical actions on the real-time data and find insights from stored datasets. In his session at @ThingsExpo, John Walicki, Watson IoT Developer Advocate at IBM Cloud, will provide a fast-paced developer journey that follows the IoT sensor data from generation, to edge gateway, to edge analytics, to encryption, to the IBM Bluemix cloud, to Wa...
Is advanced scheduling in Kubernetes achievable? Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, will answer these questions and demonstrate techniques for implementing advanced scheduling. For example, using spot instances ...
SYS-CON Events announced today that Nihon Micron will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Nihon Micron Co., Ltd. strives for technological innovation to establish high-density, high-precision processing technology for providing printed circuit board and metal mount RFID tags used for communication devices. For more inf...
SYS-CON Events announced today that Cedexis will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Cedexis is the leader in data-driven enterprise global traffic management. Whether optimizing traffic through datacenters, clouds, CDNs, or any combination, Cedexis solutions drive quality and cost-effectiveness.
SYS-CON Events announced today that Suzuki Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Suzuki Inc. is a semiconductor-related business, including sales of consuming parts, parts repair, and maintenance for semiconductor manufacturing machines, etc. It is also a health care business providing experimental research for...
Many companies start their journey to the cloud in the DevOps environment, where software engineers want self-service access to the custom tools and frameworks they need. Machine learning technology can help IT departments keep up with these demands. In his session at 21st Cloud Expo, Ajay Gulati, Co-Founder, CTO and Board Member at ZeroStack, will discuss the use of machine learning for automating provisioning of DevOps resources, taking the burden off IT teams.
IBM helps FinTechs and financial services companies build and monetize cognitive-enabled financial services apps quickly and at scale. Hosted on IBM Bluemix, IBM’s platform builds in customer insights, regulatory compliance analytics and security to help reduce development time and testing. In his session at 21st Cloud Expo, Lennart Frantzell, a Developer Advocate with IBM, will discuss how these tools simplify the time-consuming tasks of selection, mapping and data integration, allowing devel...
SYS-CON Events announced today that N3N will exhibit at SYS-CON's @ThingsExpo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. N3N’s solutions increase the effectiveness of operations and control centers, increase the value of IoT investments, and facilitate real-time operational decision making. N3N enables operations teams with a four dimensional digital “big board” that consolidates real-time live video feeds alongside IoT sensor data a...
Today most companies are adopting or evaluating container technology - Docker in particular - to speed up application deployment, drive down cost, ease management and make application delivery more flexible overall. As with most new architectures, this dream takes significant work to become a reality. Even when you do get your application componentized enough and packaged properly, there are still challenges for DevOps teams to making the shift to continuous delivery and achieving that reducti...
Mobile device usage has increased exponentially during the past several years, as consumers rely on handhelds for everything from news and weather to banking and purchases. What can we expect in the next few years? The way in which we interact with our devices will fundamentally change, as businesses leverage Artificial Intelligence. We already see this taking shape as businesses leverage AI for cost savings and customer responsiveness. This trend will continue, as AI is used for more sophistica...
Cloud-based disaster recovery is critical to any production environment and is a high priority for many enterprise organizations today. Nearly 40% of organizations have had to execute their BCDR plan due to a service disruption in the past two years. Zerto on IBM Cloud offer VMware and Microsoft customers simple, automated recovery of on-premise VMware and Microsoft workloads to IBM Cloud data centers.
Why Federal cloud? What is in Federal Clouds and integrations? This session will identify the process and the FedRAMP initiative. But is it sufficient? What is the remedy for keeping abreast of cutting-edge technology? In his session at 21st Cloud Expo, Rasananda Behera will examine the proposed solutions: Private or public or hybrid cloud Responsible governing bodies How can we accomplish?