Bluedrop Performance Learning Inc. & Atlantis Systems Corp. Enter into Amending Agreement to Arrangement Agreement Dated Nov...
16 Diciembre 2013 - 8:27PM
Marketwired
Bluedrop Performance Learning Inc. and Atlantis Systems Corp. Enter
into Amending Agreement to Arrangement Agreement Dated November 10,
2013
ST. JOHN'S, NEWFOUNDLAND and HALIFAX, NOVA SCOTIA--(Marketwired
- Dec 16, 2013) - Bluedrop Performance Learning Inc. ("Bluedrop")
(TSX-VENTURE:BPL) and Atlantis Systems Corp. ("Atlantis")
(NEX:AIQ.H) jointly announced today that they have entered into an
amending agreement (the "Amending Agreement") to amend certain
conditions precedent to the closing of the previously announced
plan of arrangement under the Canada Business Corporations
Act (the "Arrangement") pursuant to which Bluedrop will
indirectly acquire all of the issued and outstanding common shares
of Atlantis ("Atlantis Shares") for total aggregate cash
consideration of $1,000,000.
Due to an agreement reached by Atlantis and one of its customers
to terminate the balance of a contract entered into in 2007 for the
supply of courseware, Atlantis, Bluedrop and ComVest Capital LLC
("ComVest') have agreed that the existing term note between
Atlantis and ComVest (in the amount of USD$6,675,365 as of October
31, 2013), which was to have been reduced to CDN$3,000,000 as a
condition precedent to the consummation of the Arrangement, should
be further reduced to CDN$2,500,000 in consideration of the
valuation shortfall of Atlantis arising from the termination of
such contract. The 90 day term note for CDN$500,000 that was to be
issued by Atlantis to ComVest as one of the conditions precedent to
closing (as described in the management information circular issued
by Atlantis dated November 19, 2013) will now not be issued and the
terms of the loan documentation to be entered into among Atlantis,
ComVest and Bluedrop will be revised accordingly.
Atlantis and Bluedrop have had positive discussions with the
customer who remains committed to a go-forward relationship with
Atlantis and Bluedrop.
Except for the amendments to the conditions precedent described
above, the Amending Agreement does not affect the terms of the
Arrangement or the cash consideration to be paid by Bluedrop to
acquire the Atlantis Shares.
The special meeting of Atlantis shareholders to approve the
Arrangement is scheduled to be held in Halifax, Nova Scotia on
December 17, 2013 at 10:00 a.m. (Atlantic). The final order of the
Nova Scotia Supreme Court approving the Arrangement is anticipated
to be granted on December 19, 2013. The Arrangement is expected to
be effective as of December 31, 2013.
A copy of the Amending Agreement will be available on SEDAR at
www.sedar.com.
Certain information contained in this news release, including
any information relating to the Arrangement and Bluedrop's and
Atlantis' future financial or operating performance may be deemed
"forward-looking". These statements relate to future events or
future performance and reflect Bluedrop's and Atlantis'
expectations regarding the Arrangement, and the future growth,
results of operations, business prospects and opportunities of the
combined enterprise. These forward-looking statements also reflect
the parties' current internal projections, expectations or beliefs
and are based on information currently available to Atlantis and
Bluedrop. In some cases forward-looking information can be
identified by terminology such as "may", "will", "should",
"expect", "intend", "plan", "anticipate", "believe", "estimate",
"projects", "potential", "scheduled", "forecast", "budget" or the
negative of those terms or other comparable terminology.
Assumptions upon which such forward looking information regarding
completion of the Arrangement is based include that Atlantis will
be able to satisfy the conditions to the Arrangement, that the
required approvals will be obtained from the shareholders of
Atlantis, that all court, third party and other approvals to the
Arrangement will be obtained and all other conditions to completion
of the Arrangement will be satisfied or waived. Although Atlantis
and Bluedrop believe that the expectations reflected in such
forward-looking statements are reasonable, they can give no
assurance that such expectations will prove to have been correct.
Atlantis and Bluedrop caution that actual performance will be
affected by a number of factors, many of which are beyond their
control, and that future events and results may vary substantially
from what they currently foresee. Accordingly, readers are
cautioned against placing undue reliance on forward-looking
information. Atlantis and Bluedrop expressly disclaim any intention
or obligation to update or revise any forward-looking information,
whether as a result of new information, events or otherwise, except
in accordance with applicable securities laws. Discussion of the
various factors that may affect future results are contained in
Bluedrop's condensed interim financial statements for the nine
months ended June 30, 2013 and the management's discussion and
analysis thereon, which are available at www.SEDAR.com and
Atlantis' audited financial statements for the year ended December
31, 2012 and the management discussion and analysis thereon dated
April 25, 2013, which are available at www.SEDAR.com. Atlantis' and
Bluedrop's forward-looking statements are expressly qualified in
their entirety by this cautionary statement.
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.
About Bluedrop
Bluedrop Performance Learning Inc. (TSX-VENTURE:BPL) is an
innovator in workplace training for individuals, corporations,
defence and aerospace, and governmental clients. Launched in 2004,
the company has six offices and over 120 employees. Bluedrop is
transforming the workplace globally by designing, developing and
delivering some of the most effective and scalable skills
development programs. Bluedrop was recently recognized as one of
the Top 3 eLearning companies in Canada by Backbone Magazine in
their "Best of Everything in Canadian Tech" issue. For more
information, visit www.bluedrop.com.
About Atlantis
Atlantis Systems Corp. (NEX:AIQ.H) uses its core capabilities in
simulation-aided design and engineering and eLearning, combined
with various technology tools, to help customers in military and
commercial markets to ensure the feasibility, capability, and
effective utilization of their complex assets. In more than 30
years of operation, Atlantis has developed a solid reputation for
its creative workforce and innovative solutions in supporting
global OEM customers and defence organizations. To learn more,
please visit the company's web site at www.atlantissc.com.
Bluedrop Performance Learning Inc.Libby
Carew709.725.7627libbycarew@bluedrop.comwww.bluedrop.comAtlantis
Systems Corp.Ellie LandaleCorporate Secretary(416)
738-8074elandale@atlantissc.comwww.atlantissc.com
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