|By Business Wire||
|February 28, 2014 03:30 PM EST||
Telehop Communications Inc. (“Telehop” or the “Company”) (TSX-V:HOP) today announced its entry into the wireless telecommunications industry with the completion of the previously-announced agreement (the “Agreement”) to acquire shares and assets of G3 Telecom Corp. and its group of affiliated companies (“G3 Telecom”).
In accordance with the terms of the Agreement (see news release dated February 21st, 2014), Telehop acquired G3 Telecom's wireless telecommunications licences for Huntsville, Ont., and Dawson Creek, B.C., as well as its telecommunications businesses in the U.S. and the Philippines. 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.
“The closing of this transaction is a significant step forward in Telehop’s efforts to expand its industry presence and broaden its product offering to customers,” said Telehop CEO Rajiv Jagota. “Telehop has transformed itself into an international telecommunications and wireless business with the acquisition of G3 Telecom. In addition to our existing products, we now have a platform in the dynamic wireless sector that can be leveraged to take advantage of growth opportunities at home and abroad.”
“The synergies between our two companies make this transaction extremely attractive for customers and shareholders,” added Rajan Arora, CEO of G3 Telecom. “More products mean greater customer appeal, and a rationalized cost structure and enhanced access to capital open up new opportunities to create greater value for all of our shareholders.”
The aggregate purchase price of the acquisition was $4.3 million, payable $2.0 million in cash on the date of closing, $1.5 million over 24 months from the date of closing by way of a secured promissory note with interest at five (5) per cent per annum and the issuance of eight million common shares of the Company at a deemed value of 10 cents per common share. The Agreement provides for a price reduction of $1.0-million should Industry Canada not approve the transfer consents of two wireless spectrum licences to Telehop's control within 90 days from the date of closing. This reduction will be offset against the $1.5 million outstanding secured promissory note over 24 months after closing. The Agreement also provides for the cancellation of five million common shares issued to the vendors in the event that the FCC fails to approve the transfer consents of G3 Telecom's U.S. 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 completed a concurrent private placement of $3.0 million of unsecured, five-year debentures. This offering facilitated the acquisition costs, along with the closing and integration costs of G3 Telecom's business with Telehop. The debentures will mature five years from the date of closing of the offering and will bear interest at a rate of 10 per cent 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 was priced at a two (2) per-cent 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 engaged Jones, Gable & Company Ltd. (“Jones Gable”) to act as finder in connection with the offering and paid Jones Gable a $195,000 fee equal to 6.5 per cent 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.
With the completion of the transaction, Mr. Arora and Mr. Jagota were appointed to the Telehop board of directors, along with Robert Stikeman a Toronto lawyer who is also counsel to Telehop. These directors replace Michael Boyd, Mitchell Blum and Theo Luykenaar who resigned to accommodate these appointments. The board wishes to thank the outgoing directors for their valuable contributions.
The acquisition of G3 Telecom constitutes a 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 after completion of the acquisition.
A summary of the financial effect of the G3 Telecom business acquisition is as follows:
G3 Telecom is a privately owned telephone services reseller operating in Canada which operates a prepaid long distance service with a Philippine call center. It receives deposits from customers and applies them to services as and when later used. G3 Telecom currently has approximately $790,000 on deposit which passed to Telehop on closing. In the last completed calendar year the combined financial results of the G3 Telecom business (normalized and excluding related party transactions) were as follows and are compared to 9 months as reported by Telehop to September 30 2013 (note that the information below is unaudited):
|Cost of Sales||($7,148,082)||($3,620,095)|
|Third Party Expenses||$||3,096,296||$||2,559,968|
(1) Note: These amounts were prepared on private company accounting standard for private enterprises (ASPE).
By combining the businesses, management believes that significant operating expenses can be reduced to improve the EBITDA of the combined businesses in the upcoming year and beyond. As well, the wireless spectrum assets can be activated and used to open new roaming opportunities for Telehop customers in the United States and overseas markets. The addition of working capital will allow Telehop to consider additional acquisitions and expansion of the new cellular opportunities. No commitments have been made with respect to any such acquisition transactions.
The Company also announces that effective February 26, 2014 the Board of Directors approved the grant of incentive stock options in the amount of 200,000 incentive options issued to the CEO Rajiv Jagota, 100,000 incentive options to the CFO Robert Cosman and 100,000 incentive options to the Chairman Lawrence Cyna. Each stock option has certain vesting terms as outlined in the stock option plan, and each option allows the holder to acquire common shares for a period up to five years. Each stock option represents the right to purchase one (1) common share of the Company, to be exercisable at $0.12 per share which is the closing price on February 26, 2014. The total number of options that are being granted is 400,000.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this 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, but are not limited to, statements with respect to the future of Telehop’s business on a post-transaction basis and the 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 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.
SYS-CON Events announced today that Linux Academy, the foremost online Linux and cloud training platform and community, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Linux Academy was founded on the belief that providing high-quality, in-depth training should be available at an affordable price. Industry leaders in quality training, provided services, and student certification passes, its goal is to c...
Feb. 25, 2017 05:30 AM EST Reads: 1,411
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership abi...
Feb. 25, 2017 05:00 AM EST Reads: 8,155
WebRTC defines no default signaling protocol, causing fragmentation between WebRTC silos. SIP and XMPP provide possibilities, but come with considerable complexity and are not designed for use in a web environment. In his session at @ThingsExpo, Matthew Hodgson, technical co-founder of the Matrix.org, discussed how Matrix is a new non-profit Open Source Project that defines both a new HTTP-based standard for VoIP & IM signaling and provides reference implementations.
Feb. 25, 2017 05:00 AM EST Reads: 5,105
After more than five years of DevOps, definitions are evolving, boundaries are expanding, ‘unicorns’ are no longer rare, enterprises are on board, and pundits are moving on. Can we now look at an evolution of DevOps? Should we? Is the foundation of DevOps ‘done’, or is there still too much left to do? What is mature, and what is still missing? What does the next 5 years of DevOps look like? In this Power Panel at DevOps Summit, moderated by DevOps Summit Conference Chair Andi Mann, panelists l...
Feb. 25, 2017 05:00 AM EST Reads: 7,116
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at 20th Cloud Expo, Ed Featherston, director/senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Feb. 25, 2017 04:15 AM EST Reads: 4,120
The Internet of Things is clearly many things: data collection and analytics, wearables, Smart Grids and Smart Cities, the Industrial Internet, and more. Cool platforms like Arduino, Raspberry Pi, Intel's Galileo and Edison, and a diverse world of sensors are making the IoT a great toy box for developers in all these areas. In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists discussed what things are the most important, which will have the most profound e...
Feb. 25, 2017 04:00 AM EST Reads: 11,829
910Telecom exhibited at the 19th International Cloud Expo, which took place at the Santa Clara Convention Center in Santa Clara, CA, in November 2016. 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 exchanges.
Feb. 25, 2017 03:15 AM EST Reads: 1,900
We all know that data growth is exploding and storage budgets are shrinking. Instead of showing you charts on about how much data there is, in his General Session at 17th Cloud Expo, Scott Cleland, Senior Director of Product Marketing at HGST, showed how to capture all of your data in one place. After you have your data under control, you can then analyze it in one place, saving time and resources.
Feb. 25, 2017 03:00 AM EST Reads: 4,252
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
Feb. 25, 2017 03:00 AM EST Reads: 2,192
Whether you like it or not, DevOps is on track for a remarkable alliance with security. The SEC didn’t approve the merger. And your boss hasn’t heard anything about it. Yet, this unruly triumvirate will soon dominate and deliver DevSecOps faster, cheaper, better, and on an unprecedented scale. In his session at DevOps Summit, Frank Bunger, VP of Customer Success at ScriptRock, discussed how this cathartic moment will propel the DevOps movement from such stuff as dreams are made on to a practic...
Feb. 25, 2017 02:15 AM EST Reads: 5,423
"A lot of times people will come to us and have a very diverse set of requirements or very customized need and we'll help them to implement it in a fashion that you can't just buy off of the shelf," explained Nick Rose, CTO of Enzu, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Feb. 25, 2017 02:00 AM EST Reads: 6,671
A look across the tech landscape at the disruptive technologies that are increasing in prominence and speculate as to which will be most impactful for communications – namely, AI and Cloud Computing. In his session at 20th Cloud Expo, Curtis Peterson, VP of Operations at RingCentral, will highlight the current challenges of these transformative technologies and share strategies for preparing your organization for these changes. This “view from the top” will outline the latest trends and developm...
Feb. 25, 2017 02:00 AM EST Reads: 2,495
Who are you? How do you introduce yourself? Do you use a name, or do you greet a friend by the last four digits of his social security number? Assuming you don’t, why are we content to associate our identity with 10 random digits assigned by our phone company? Identity is an issue that affects everyone, but as individuals we don’t spend a lot of time thinking about it. In his session at @ThingsExpo, Ben Klang, Founder & President of Mojo Lingo, discussed the impact of technology on identity. Sho...
Feb. 25, 2017 01:45 AM EST Reads: 5,926
Web Real-Time Communication APIs have quickly revolutionized what browsers are capable of. In addition to video and audio streams, we can now bi-directionally send arbitrary data over WebRTC's PeerConnection Data Channels. With the advent of Progressive Web Apps and new hardware APIs such as WebBluetooh and WebUSB, we can finally enable users to stitch together the Internet of Things directly from their browsers while communicating privately and securely in a decentralized way.
Feb. 25, 2017 01:45 AM EST Reads: 4,615
China Unicom exhibit at the 19th International Cloud Expo, which took place at the Santa Clara Convention Center in Santa Clara, CA, in November 2016. China United Network Communications Group Co. Ltd ("China Unicom") was officially established in 2009 on the basis of the merger of former China Netcom and former China Unicom. China Unicom mainly operates a full range of telecommunications services including mobile broadband (GSM, WCDMA, LTE FDD, TD-LTE), fixed-line broadband, ICT, data communica...
Feb. 25, 2017 01:30 AM EST Reads: 1,435