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Feb. 1, 2013 /CNW/ - Virtual Universe Corporation (the "
Corporation") (TSX-V:VU) announced today that it has entered into an arrangement agreement with Mr. Lorn Becker, the President and Chief Executive Officer of the Corporation, Man Prince Holdings Ltd. and 1681675 Alberta Ltd., pursuant to which the Corporation will amalgamate with 1681675 Alberta Ltd. and each common share of the Corporation ("
Common Share") held by shareholders of the Corporation other than Mr. Lorn Becker and Man Prince Holdings Ltd. will be exchanged for one redeemable share ("
Redeemable Share") of the amalgamated corporation and each such Redeemable Share will be immediately redeemed for cash consideration of
Under the terms of the transaction, which is structured as a plan of arrangement under the
Business Corporations Act (
Alberta), the redemption amount payable to redeem each Redeemable Share represents a premium of 100% over the closing price of the Common Shares on
January 31, 2013, and a 100% premium to the 60-day volume-weighted average price of the Common Shares on the TSX Venture Exchange for the period ended
January 31, 2013, being the last trading day prior to this announcement.
The transaction has been unanimously approved by the board of directors (the "
Board") of the Corporation, with Mr. Lorn Becker abstaining, following the unanimous recommendation of a special committee of independent directors of the Board. The Board has determined that the transaction is in the best interests of the Corporation and the shareholders of the Corporation and is fair, from a financial point of view, to the shareholders other than Mr. Lorn Becker, Man Prince Holdings Ltd. and GL Holdings Ltd. The Board also recommends that the shareholders vote in favour of the transaction at the special meeting of shareholders (the "
Meeting") that will be called to approve the transaction.
MNP LLP, as the independent valuator, has provided a formal valuation that concludes that the fair market value of the Common Shares is $nil per Common Share.