|By Marketwired .||
|May 1, 2014 04:57 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 05/01/14 -- Courtland Capital Inc. (NEX BOARD:CTD.H) (the "Corporation" or "Courtland") announces that subsequent to its news release dated February 4, 2014, the Corporation has entered into an arm's length non-binding letter of intent dated April 21, 2014 (the "LOI") to acquire Fixed Income Solutions LLC ("FIS") through a business combination. FIS is a private U.S. entity incorporated under the laws of Florida that develops and provides financial services technology in the U.S. market. The control persons of FIS are Andrew Kelley and Steven L. Goldberg.
As previously announced in a news release dated February 4, 2014, the Corporation had terminated the previous LOI with FIS and demanded repayment of a secured loan that had been previously advanced to FIS. Upon the termination of the prior LOI the secured loan became payable. Since that time the parties have met and addressed and resolved matters that led to the termination of the previous LOI, and wish to proceed with the new LOI.
Under the LOI it is contemplated that Courtland will acquire either the assets of FIS or acquire the members' interest in FIS in a merger or business combination (the "Transaction") for an aggregate purchase price of $2,100,000 (the "Purchase Price"). As part of the Transaction, it is expect that Courtland will issue 35,000,000 common shares at a deemed price of $0.05 per share in satisfaction of a portion of the Purchase Price, for aggregate deemed share consideration of $1,750,000. In addition, $300,000 of the Purchase Price will be satisfied by applying amounts owing by FIS to Courtland pursuant to a secured loan as a credit against the Purchase Price, all as more particularly described below. The balance of the Purchase Price, being $25,000, was previously advanced as a cash deposit under the prior LOI and such amount continues to be a deposit against the purchase price under the new LOI.
The LOI also contemplates the reinstatement of the secured loan that Courtland had previously made to FIS in October, 2013. Courtland is now prepared to waive the default and reinstate the loan conditional upon the parties entering into amended and restated loan and security documentation. The secured loan is for an aggregate of up to CDN$300,000 and bears interest at 7% per annum, and it is secured against all the present and after acquired property of FIS. CDN$175,000 has been advanced to FIS under the prior secured loan and remains outstanding today. A second advance of CDN$75,000 will be made immediately to FIS upon the execution of the amended and restated loan and security documentation. In the event the Transaction is completed the principal amount plus accrued interest under the loan will be applied as a credit against the Purchase Price for FIS. If the Transaction is not completed, FIS is required to repay the principal amount plus accrued interest.
In conjunction with the Transaction, the Corporation intends to complete a share consolidation of its issued and outstanding common shares on a 6 for 1 basis. Such consolidation will require shareholder and regulatory approval which will be sought by the Corporation concurrently with obtaining the necessary shareholder and regulatory approval for the Transaction. All share amounts referenced above are based on a post-consolidation basis.
It is expected that further details will be announced on FIS and the FIS Transaction, including significant conditions to be satisfied and applicable sponsorship matters, in a subsequent news release upon Courtland and FIS entering into a definitive agreement. A definitive agreement is expected to be entered into by the parties by May 31, 2014. The trading of the common shares of Courtland will remain halted until the subsequent news release is issued, or upon receipt of applicable documentation by the TSX Venture Exchange.
"Completion of the transaction is subject to a number of conditions, including Exchange acceptance and Shareholder approval. The Transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release."
"Neither 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 release. This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."
The revocation of Safe Harbor has radically affected data sovereignty strategy in the cloud. In his session at 17th Cloud Expo, Jeff Miller, Product Management at Cavirin Systems, discussed how to assess these changes across your own cloud strategy, and how you can mitigate risks previously covered under the agreement.
Nov. 30, 2015 06:30 PM EST
Countless business models have spawned from the IaaS industry – resell Web hosting, blogs, public cloud, and on and on. With the overwhelming amount of tools available to us, it's sometimes easy to overlook that many of them are just new skins of resources we've had for a long time. In his general session at 17th Cloud Expo, Harold Hannon, Sr. Software Architect at SoftLayer, an IBM Company, broke down what we have to work with, discussed the benefits and pitfalls and how we can best use them ...
Nov. 30, 2015 03:45 PM EST
Most of the IoT Gateway scenarios involve collecting data from machines/processing and pushing data upstream to cloud for further analytics. The gateway hardware varies from Raspberry Pi to Industrial PCs. The document states the process of allowing deploying polyglot data pipelining software with the clear notion of supporting immutability. In his session at @ThingsExpo, Shashank Jain, a development architect for SAP Labs, discussed the objective, which is to automate the IoT deployment proces...
Nov. 30, 2015 03:30 PM EST
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.
Nov. 30, 2015 03:15 PM EST Reads: 242
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Nov. 30, 2015 03:00 PM EST Reads: 492
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
Nov. 30, 2015 02:00 PM EST Reads: 366
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, rich desktop and tuned mobile experiences can now be created with a single codebase – without compromising functionality, performance or usability. In his session at DevOps Su...
Nov. 30, 2015 01:45 PM EST Reads: 431
As organizations realize the scope of the Internet of Things, gaining key insights from Big Data, through the use of advanced analytics, becomes crucial. However, IoT also creates the need for petabyte scale storage of data from millions of devices. A new type of Storage is required which seamlessly integrates robust data analytics with massive scale. These storage systems will act as “smart systems” provide in-place analytics that speed discovery and enable businesses to quickly derive meaningf...
Nov. 30, 2015 01:45 PM EST Reads: 434
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Nov. 30, 2015 01:00 PM EST Reads: 537
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Nov. 30, 2015 12:45 PM EST Reads: 342
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
Nov. 30, 2015 12:45 PM EST Reads: 290
In recent years, at least 40% of companies using cloud applications have experienced data loss. One of the best prevention against cloud data loss is backing up your cloud data. In his General Session at 17th Cloud Expo, Sam McIntyre, Partner Enablement Specialist at eFolder, presented how organizations can use eFolder Cloudfinder to automate backups of cloud application data. He also demonstrated how easy it is to search and restore cloud application data using Cloudfinder.
Nov. 30, 2015 11:00 AM EST Reads: 220
The Internet of Everything is re-shaping technology trends–moving away from “request/response” architecture to an “always-on” Streaming Web where data is in constant motion and secure, reliable communication is an absolute necessity. As more and more THINGS go online, the challenges that developers will need to address will only increase exponentially. In his session at @ThingsExpo, Todd Greene, Founder & CEO of PubNub, exploreed the current state of IoT connectivity and review key trends and t...
Nov. 30, 2015 10:45 AM EST Reads: 462
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessi...
Nov. 30, 2015 10:30 AM EST Reads: 354
With all the incredible momentum behind the Internet of Things (IoT) industry, it is easy to forget that not a single CEO wakes up and wonders if “my IoT is broken.” What they wonder is if they are making the right decisions to do all they can to increase revenue, decrease costs, and improve customer experience – effectively the same challenges they have always had in growing their business. The exciting thing about the IoT industry is now these decisions can be better, faster, and smarter. Now ...
Nov. 30, 2015 10:00 AM EST Reads: 292