|By Marketwired .||
|July 3, 2014 09:07 AM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/03/14 -- Niagara Ventures Corporation ("NVC") (TSX VENTURE:NIA.P) announced today that it has entered into a binding letter of intent ("LOI") with Blu-Dot Beverage Company Inc. ("Blu-Dot") which outlines the general terms and conditions of a proposed transaction pursuant to which NVC will acquire all of the issued and outstanding securities of Blu-Dot in exchange for securities of NVC (the "Transaction"). The LOI was negotiated at arm's length and is effective as of July 2nd, 2014.
NVC is a capital pool company listed on the TSX Venture Exchange (the "TSXV"). NVC has not commenced commercial operations and has no assets other than cash. The Transaction, if completed, will constitute NVC's "Qualifying Transaction", as defined in TSXV policies.
Blu-Dot is based in Oakville, Ontario and governed by the laws of the Province of Ontario. Blu-Dot is in the business of providing healthy, all natural beverages to customers for everyday use in support of a healthy lifestyle without compromising taste or quality. Blu-Dot's current line of beverages is produced using a patent pending formula and process.
The Transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties. The Transaction is subject to regulatory approval, including the approval of the TSXV, and standard closing conditions, including the approval of the Transaction by the directors of each of NVC and Blu-Dot and completion of due diligence investigations to the satisfaction of each of NVC and Blu-Dot, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, corporate and securities law, and accounting efficiencies.
Trading in the common shares of NVC (the "NVC Shares") will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the TSXV.
The Proposed Transaction
NVC agrees to seek regulatory and any required shareholder approval to acquire all of the issued and outstanding common shares of Blu-Dot ("Blu-Dot Shares"), on the basis of a Shareholder Equity Valuation of NVC of $2,550,706 with 12,753,532 common shares ("NVC Shares") outstanding at a price of $0.20 per share.
The Enterprise Valuation of Blu-Dot will be $2,050,000. This Enterprise Valuation of Blu-Dot equates to Shareholder Equity Valuation of $1,875,000 plus a maximum $175,000 of Blu-Dot Debt. The Blu-Dot Shareholder Equity Valuation will be finalized on closing based on the closing date value of Blu-Dot Debt.
Upon the closing of the Transaction the number of Blu-Dot Shares then outstanding representing its $1,875,000 Shareholder Equity Valuation will be proportionately equated to NVC Shareholder Equity Valuation of $2,550,706. The requisite number of NVC Shares at $0.20 per share will be issued in exchange for the Blu-Dot Shares. The net asset position of NVC at closing will be at least $ 2 Million (before any costs borne by NVC to close a transaction with Blu-Dot).
It is expected that following completion of the Transaction the current holders of NVC Shares will hold approximately XX% of the outstanding shares of the resulting issuer and the current holders of Blu-Dot Shares will hold approximately XX% of the outstanding shares of the resulting issuer.
Prior to the completion of the Transaction, NVC shall call a meeting of its shareholders for the purpose of approving, among other matters, (i) a change of name of NVC to complement the business of the resulting issuer; (ii) election of individuals to the board of directors of NVC; and (iii)) if required by the TSXV, the approval of the Transaction.
Upon closing of the Transaction, the board of NVC shall be reconstituted in a manner that complies with the requirements of the TSXV and applicable securities laws. NVC and Blu-Dot shall each be entitled to select two nominees on the reconstituted board and one additional director nominee shall be mutually agreed, subject to a majority of the Board being independent directors and the receipt of applicable regulatory approvals.
Other Conditions to Transaction
Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed, or at all.
Other conditions to completion of the Transaction include, but are not limited to:
-- Negotiation and execution of a Definitive Agreement in respect of the Transaction. -- Preparation and filing of a disclosure document outlining the definitive terms of the Transaction in accordance with the rules of the TSXV. -- Receipt of all requisite approvals from shareholders, regulatory authorities (including the TSXV) and third parties involved in the manufacturing, distribution and sale of Blu-Dots products relating to the Transaction. -- No material adverse change prior to completion of the Transaction. -- The representations and warranties being true and correct in all material respects as of the closing of the Transaction. -- Receipt of legal opinions in relation to the Transaction. -- There being no debts or amounts owing to certain insiders and other non- arm's length persons, other than as disclosed in the LOI or for expenses incurred in the ordinary course. -- No legal proceeding, regulatory action, inquiry or investigation as at the closing of the Transaction which may have a material adverse effect. -- No prohibition at law against the Transaction. -- Compliance with the terms of the binding LOI. -- No material breach of the covenants contained in the Transaction documents.
Further details about the proposed Transaction and the resulting issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Transaction.
Investors are cautioned that, except as disclosed in the disclosure document 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 a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of NVC that may be issued in connection with the Transaction, the ownership ratio of NVC post-closing, and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. NVC assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
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. In addition, this release is not for distribution to United States newswire services or for dissemination in the United States.
Niagara Ventures Inc.
Chairman and Chief Executive Officer
Blu-Dot Beverage Company Inc.
President and Chief Executive Officer
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
Aug. 4, 2015 06:45 PM EDT Reads: 224
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, analyzed a range of cloud offerings (IaaS, PaaS, SaaS) and discussed the benefits/challenges of migrating to each offe...
Aug. 4, 2015 06:45 PM EDT Reads: 208
SYS-CON Events announced today that the "Second Containers & Microservices Expo" will take place November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
Aug. 4, 2015 05:30 PM EDT
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his session at 17th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Partnerships at Com...
Aug. 4, 2015 05:00 PM EDT Reads: 107
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Aug. 4, 2015 03:00 PM EDT Reads: 573
Scrum Alliance has announced the release of its 2015 State of Scrum Report. Almost 5,000 individuals and companies worldwide participated in this year's survey. Most organizations in the market today are still leading and managing under an Industrial Age model. Not only is the speed of change growing exponentially, Agile and Scrum frameworks are showing companies how to draw on the full talents and capabilities of those doing the work in order to continue innovating for success.
Aug. 4, 2015 02:45 PM EDT
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Aug. 4, 2015 02:00 PM EDT Reads: 385
Between the compelling mockups and specs produced by your analysts and designers, and the resulting application built by your developers, there is a gulf where projects fail, costs spiral out of control, and applications fall short of requirements. In his session at @DevOpsSummit, Charles Kendrick, CTO and Chief Architect at Isomorphic Software, presented a new approach where business and development users collaborate – each using tools appropriate to their goals and expertise – to build mocku...
Aug. 4, 2015 01:30 PM EDT
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Aug. 4, 2015 01:00 PM EDT Reads: 291
SYS-CON Events announced today that VividCortex, the monitoring solution for the modern data system, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The database is the heart of most applications, but it’s also the part that’s hardest to scale, monitor, and optimize even as it’s growing 50% year over year. VividCortex is the first unified suite of database monitoring tools specifically desi...
Aug. 4, 2015 12:00 PM EDT Reads: 113
Graylog, Inc., has added the capability to collect, centralize and analyze application container logs from within Docker. The Graylog logging driver for Docker addresses the challenges of extracting intelligence from within Docker containers, where most workloads are dynamic and log data is not persisted or stored. Using Graylog, DevOps and IT Ops teams can pinpoint the root cause of problems to deliver new applications faster and minimize downtime.
Aug. 4, 2015 11:45 AM EDT
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, provided some practical insights on what, how and why when implementing "software-defined" in the datacent...
Aug. 4, 2015 11:30 AM EDT Reads: 115
Learn how you can use the CoSN SEND II Decision Tree for Education Technology to make sure that your K–12 technology initiatives create a more engaging learning experience that empowers students, teachers, and administrators alike.
Aug. 4, 2015 09:30 AM EDT Reads: 112
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
Aug. 4, 2015 08:45 AM EDT Reads: 259
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
Aug. 4, 2015 07:00 AM EDT Reads: 226