|By Business Wire||
|February 21, 2014 10:16 AM EST||
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.
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.
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Aug. 28, 2016 02:00 AM EDT Reads: 1,760
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Aug. 28, 2016 01:45 AM EDT Reads: 2,134
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Aug. 28, 2016 01:30 AM EDT Reads: 2,065
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Aug. 28, 2016 01:00 AM EDT Reads: 2,959
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Aug. 28, 2016 12:15 AM EDT Reads: 1,816
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Aug. 27, 2016 11:00 PM EDT Reads: 3,993
Identity is in everything and customers are looking to their providers to ensure the security of their identities, transactions and data. With the increased reliance on cloud-based services, service providers must build security and trust into their offerings, adding value to customers and improving the user experience. Making identity, security and privacy easy for customers provides a unique advantage over the competition.
Aug. 27, 2016 08:45 PM EDT Reads: 2,339
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
Aug. 27, 2016 08:45 PM EDT Reads: 1,773
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, wil...
Aug. 27, 2016 06:15 PM EDT Reads: 736
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Aug. 27, 2016 06:00 PM EDT Reads: 3,093
Enterprises have forever faced challenges surrounding the sharing of their intellectual property. Emerging cloud adoption has made it more compelling for enterprises to digitize their content, making them available over a wide variety of devices across the Internet. In his session at 19th Cloud Expo, Santosh Ahuja, Director of Architecture at Impiger Technologies, will introduce various mechanisms provided by cloud service providers today to manage and share digital content in a secure manner....
Aug. 27, 2016 06:00 PM EDT Reads: 730
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Aug. 27, 2016 05:15 PM EDT Reads: 1,576
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Aug. 27, 2016 05:00 PM EDT Reads: 1,883
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.
Aug. 27, 2016 04:45 PM EDT Reads: 1,633
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
Aug. 27, 2016 04:00 PM EDT Reads: 582