|By Marketwired .||
|July 14, 2014 04:25 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/14/14 -- Coast Wholesale Appliances Inc. (TSX:CWA) ("Coast") announced today that it has entered into an arrangement agreement with CWAL Investments Ltd. ("CWAL") to implement a subsequent acquisition transaction (the "Transaction") pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the "CBCA").
On March 12, 2014, CWAL formally commenced a take-over bid to acquire all of the outstanding common shares of Coast not beneficially owned by CWAL and its joint actors. Under the terms of the take-over bid, as amended on April 16, 2014, CWAL offered to acquire all of the outstanding common shares of Coast not beneficially owned by CWAL and its joint actors at a price of $4.65 per share (the "Offer"). On June 20, 2014, CWAL announced the expiration of the Offer. Under the Offer, CWAL acquired a total of 4,432,233 common shares of Coast representing approximately 44.2% of the outstanding common shares of Coast. Together with the common shares held prior to commencement of the Offer, CWAL and its joint actors now hold 8,101,732 common shares of Coast, representing approximately 80.7% of the outstanding common shares of Coast.
Pursuant to the Transaction, CWAL intends to acquire all of the remaining common shares of Coast not tendered to the Offer. The consideration payable under the Transaction will be identical to the consideration under the Offer. The Transaction is subject to customary commercial conditions such as the receipt of regulatory approvals.
Coast will hold a special meeting of shareholders on August 21, 2014 (the "Meeting") for the purpose of considering and, if deemed advisable, passing a special resolution (the "Arrangement Resolution") to approve the Transaction, pursuant to which the holders of common shares of Coast will receive cash consideration of $4.65 for each share held. The Transaction must be approved at the Meeting by: (i) not less than two-thirds of the votes cast by holders of common shares of Coast as at July 21, 2014 (the "Record Date"); and (ii) a majority of the votes cast by holders of common shares of Coast as at the Record Date, after excluding votes cast in respect of common shares of Coast held by CWAL and its joint actors at the commencement of the Offer.
CWAL has advised Coast that it will cause all common shares owned, directly or indirectly, by it to be voted in favour of the Arrangement Resolution. Based on the number of common shares of Coast acquired by CWAL under the Offer, CWAL owns sufficient common shares of Coast to pass the Arrangement Resolution without the support of any other shareholders of Coast.
Upon completion of the Transaction, Coast will apply to delist its common shares from the Toronto Stock Exchange and intends to voluntarily surrender its reporting issuer status or apply to the relevant Canadian securities regulatory authorities for an order declaring Coast to no longer be a reporting issuer.
A management information circular for the Meeting outlining the details of the Transaction is expected to be mailed to Coast's shareholders later in July and will also be available on SEDAR (www.sedar.com).
Forward-Looking Statements and Information
Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such statements and information include statements regarding the expectation and beliefs of management and appear in a number of places and often can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements and forward-looking information include, but are not limited to: statements concerning the implementation of the Transaction, the holding of the Meeting, the mailing of the management information circular for the Meeting, the application by Coast to delist its common shares from the Toronto Stock Exchange and Coast ceasing to be a reporting issuer.
Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, Coast cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements reflect management's current beliefs and are based on information currently available to Coast. They speak only as of the date hereof, and reflect current assumptions regarding future events and operating performance. These assumptions include, without limitation, Coast's ability to obtain requisite consents or approvals related to the Transaction.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause actual results to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: actions taken by CWAL; actions taken by shareholders of Coast in respect of the Transaction; the possible effect of the Transaction on Coast's business; sensitivity to general economic conditions; changes in consumer confidence in the economy; maintenance of profitability and management of changes in Coast's business; competition; increases to interest rates; reliance on suppliers and their ability to supply product for sale on a timely basis; changes in consumer preferences; changes in the mix of product sales; fluctuations in fuel and commodity pricing; usage of extended warranty programs and the costs to deliver these services; changes to planning and supply chain processes; lack of long term supplier agreements; reliance on key personnel; foreign exchange rates as they relate to imported products and Coast's suppliers' costs; and other factors referenced in Coast's continuous disclosure filings which are available on SEDAR at www.sedar.com.
These forward-looking statements are made as of the date hereof and Coast assumes no obligation to update or revise them to reflect new events or circumstances, other than as required by law.
Internet-of-Things discussions can end up either going down the consumer gadget rabbit hole or focused on the sort of data logging that industrial manufacturers have been doing forever. However, in fact, companies today are already using IoT data both to optimize their operational technology and to improve the experience of customer interactions in novel ways. In his session at @ThingsExpo, Gordon Haff, Red Hat Technology Evangelist, will share examples from a wide range of industries – includin...
Dec. 8, 2016 07:00 AM EST Reads: 1,691
"We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 06:30 AM EST Reads: 1,113
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor – all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
Dec. 8, 2016 06:15 AM EST Reads: 5,909
Get deep visibility into the performance of your databases and expert advice for performance optimization and tuning. You can't get application performance without database performance. Give everyone on the team a comprehensive view of how every aspect of the system affects performance across SQL database operations, host server and OS, virtualization resources and storage I/O. Quickly find bottlenecks and troubleshoot complex problems.
Dec. 8, 2016 05:00 AM EST Reads: 2,159
Internet of @ThingsExpo has announced today that Chris Matthieu has been named tech chair of Internet of @ThingsExpo 2017 New York The 7th Internet of @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, New York. Chris Matthieu is the co-founder and CTO of Octoblu, a revolutionary real-time IoT platform recently acquired by Citrix. Octoblu connects things, systems, people and clouds to a global mesh network allowing users to automate and control design flo...
Dec. 8, 2016 04:30 AM EST Reads: 731
"We are an all-flash array storage provider but our focus has been on VM-aware storage specifically for virtualized applications," stated Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 04:15 AM EST Reads: 946
With 15% of enterprises adopting a hybrid IT strategy, you need to set a plan to integrate hybrid cloud throughout your infrastructure. In his session at 18th Cloud Expo, Steven Dreher, Director of Solutions Architecture at Green House Data, discussed how to plan for shifting resource requirements, overcome challenges, and implement hybrid IT alongside your existing data center assets. Highlights included anticipating workload, cost and resource calculations, integrating services on both sides...
Dec. 8, 2016 04:00 AM EST Reads: 3,798
Unless your company can spend a lot of money on new technology, re-engineering your environment and hiring a comprehensive cybersecurity team, you will most likely move to the cloud or seek external service partnerships. In his session at 18th Cloud Expo, Darren Guccione, CEO of Keeper Security, revealed what you need to know when it comes to encryption in the cloud.
Dec. 8, 2016 04:00 AM EST Reads: 4,815
"We're a cybersecurity firm that specializes in engineering security solutions both at the software and hardware level. Security cannot be an after-the-fact afterthought, which is what it's become," stated Richard Blech, Chief Executive Officer at Secure Channels, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 04:00 AM EST Reads: 1,045
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
Dec. 8, 2016 02:45 AM EST Reads: 1,299
"We are the public cloud providers. We are currently providing 50% of the resources they need for doing e-commerce business in China and we are hosting about 60% of mobile gaming in China," explained Yi Zheng, CPO and VP of Engineering at CDS Global Cloud, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 02:30 AM EST Reads: 1,120
The WebRTC Summit New York, to be held June 6-8, 2017, at the Javits Center in New York City, NY, announces that its Call for Papers is now open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 20th International Cloud Expo and @ThingsExpo. WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web co...
Dec. 8, 2016 01:45 AM EST Reads: 1,410
Between 2005 and 2020, data volumes will grow by a factor of 300 – enough data to stack CDs from the earth to the moon 162 times. This has come to be known as the ‘big data’ phenomenon. Unfortunately, traditional approaches to handling, storing and analyzing data aren’t adequate at this scale: they’re too costly, slow and physically cumbersome to keep up. Fortunately, in response a new breed of technology has emerged that is cheaper, faster and more scalable. Yet, in meeting these new needs they...
Dec. 8, 2016 01:30 AM EST Reads: 1,926
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busin...
Dec. 8, 2016 01:00 AM EST Reads: 3,957
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...
Dec. 8, 2016 12:30 AM EST Reads: 1,136