CALGARY, ALBERTA--(Marketwire - March 7, 2013) - Acme Capital Corporation ("Acme") (TSX VENTURE:AMN.P) is pleased to announce that it has entered into a definitive amalgamation agreement (the "Amalgamation Agreement") with Pivot Acquisition Corp. ("Pivot") dated effective March 4, 2013, pursuant to which Pivot will amalgamate (the "Business Combination") with 2342645 Ontario Ltd., a wholly-owned subsidiary of Acme incorporated under the Business Corporations Act (Ontario) (the "OBCA"), to form an amalgamated company substantially on the terms which were previously announced on January 23, 2013. The Business Combination, when completed, will constitute the qualifying transaction of Acme pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual.
Pursuant to the Amalgamation Agreement, at the effective time of the Business Combination: (i) 2342645 Ontario Ltd. and Pivot will amalgamate, with the amalgamated company continuing under the name Pivot Acquisition Corp. ("Amalco"); (ii) each share, excluding Series A Preferred Shares, in the capital of Pivot issued and outstanding immediately prior to the Business Combination will be cancelled and the holders thereof will receive one fully paid and non-assessable Common Share of the resulting issuer; (iii) each Series A Preferred Share in the capital of Pivot issued and outstanding immediately prior to the Business Combination will be cancelled and the holders thereof will receive one fully paid and non-assessable Series A Preferred Share of the resulting issuer bearing terms identical to the Series A Preferred Shares of Pivot; and (iv) the resulting issuer will receive one fully paid and non-assessable Common Share of Amalco for each share of 2342645 Ontario Ltd. owned by Acme immediately prior to the Business Combination becoming effective, following which all shares of 2342645 Ontario Ltd. will be cancelled.
In addition, Acme announces that Pivot has amended the terms of its previously announced private placement offering (the "Offering"). Pivot has entered into an agency agreement dated March 4, 2013 (the "Agency Agreement") with MGI Securities Inc., as lead agent, as well as Byron Capital Markets Ltd. and Marquest Capital Markets, a division of Marquest Asset Management Inc. (collectively, the "Agents"), pursuant to which Pivot and the Agents intend to complete a brokered private placement, which together with a private placement that may be settled directly by Pivot, will be for a minimum of 3,125,000 subscription receipts (the "Subscription Receipts") and up to a maximum of 12,500,000 Subscription Receipts at an offering price of $0.80 per Subscription Receipt for minimum gross proceeds of $2,500,000 and up to maximum gross proceeds of $10,000,000.
Pursuant to the Agency Agreement, the Agents will act on a best efforts agency basis. The Offering is expected to close in conjunction with, or prior to the closing of, the Business Combination and it is contemplated that the Subscription Receipts issued pursuant to the Offering will ultimately be convertible or exchangeable into Common Shares of the resulting issuer upon completion of the Business Combination.
Pivot intends to use the net proceeds of the Offering for future acquisitions, debt reduction, general corporate purposes, working capital and payment of transaction costs to complete the Business Combination.
The Business Combination is subject to the approval of TSX Venture and other necessary regulatory approvals. The completion of the Business Combination is also subject to additional conditions precedent, including the completion of the Offering and the approval of the holders of Class A Common Shares in the capital of Pivot. A filing statement (the "Filing Statement") of Acme containing further details with respect to the Business Combination will be prepared and filed by Acme on SEDAR at www.sedar.com.
Pivot was incorporated under the OBCA on September 8, 2010. The head and registered office of Pivot is located in Toronto, Ontario.
Pivot was founded by John Sculley, Shane Maine and Gord McMillan, with the strategy of creating the leading North American IT Multi Vendor Solutions Provider ("MVSP").
Together with its subsidiaries, Pivot's mission is to identify, acquire and integrate companies in the IT solutions sector. The business strategy emphasizes offering-agnostic, multi-vendor sourcing and implementation solutions of its acquired companies to support, plan and provide for the IT needs of customers through independent and innovative solutions. These Pivot solutions are predominantly focused on the following technology verticals: data centre, storage and virtualization.
To date, Pivot has acquired four businesses in the United States in the MVSP space with a goal to create immediate sales capabilities and geographic presence. Pivot first acquired a substantial portion of the assets and business of California based Applied Computer Solutions in December 2010, which specializes network integration and data centre capabilities. Pivot then acquired Georgia headquartered New ProSys Corp. in January 2011, extending its IT infrastructure, and certain assets involved in the analysis, planning, design, procurement, installation and consultation business of Austin Ribbon and Computer Supplies, Inc. in August 2011, which helped to diversify Pivot's client mix and expand into the government and education sector. Most recently, Pivot acquired the business of San Antonio based Sigma Technology Solutions, Inc. in July 2012, which increased data centre capabilities and expanded the company's footprint.
Pivot has grown to become one of the largest independent MVSPs in North America. Pivot's competitive business model, blue chip client base, and broad service offering positions the company well to capitalize on numerous growth opportunities and further enhance its profitability.
A complete description of the business of Pivot and its subsidiaries will be contained in the Filing Statement.
Acme is a capital pool company that completed its initial public offering in June 2011 and the common share in the capital of Acme are listed for trading on the TSX Venture under the stock symbol AMN.P.
Completion of the Business Combination is subject to a number of conditions, including but not limited to, acceptance of the TSX Venture. The Business Combination cannot close until the required approvals are obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Acme should be considered highly speculative.
Except for historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Acme nor Pivot will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Acme.
The securities of Pivot being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for the sale of securities in the United States.
Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) has in any way passed upon the merits of the proposed Business Combination and or approved or disapproved the contents of this press release.
Acme Capital Corporation
President, Chief Executive Officer, Chief Financial Officer
Pivot Acquisition Corp.
Chief Executive Officer