TORONTO, ONTARIO--(Marketwired - Jan 26, 2016) - EFT Canada Inc. ("EFT Canada" or the "Company") (TSX VENTURE:EFT), today announced that it has entered into an arrangement agreement with 1422748 Ontario Inc. (the "Purchaser") whereby the Company will effect a going private transaction through a statutory plan of arrangement (the "Arrangement "). The Purchaser is a private Ontario company owned by Jonathan Pasternak, a director and the Chief Executive Officer of the Company.
If the Arrangement is approved, all of the Company's issued and outstanding common shares (the "Common Shares") will be purchased by the Purchaser, at a price of $0.105 per share, other than shares owned by the Purchaser. Following completion of the Arrangement, EFT Canada will apply to have its Common Shares delisted from the TSX Venture Exchange ("TSXV") and it will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is currently a reporting issuer.
The $0.105 price per Common Share represents a premium of 15.6% over the 90 trading-day volume-weighted average price per Share of $0.0908 and 15.9% over the six-month volume-weighted average price per Share of $0.0906, in each case on the TSXV prior to the announcement of the transaction. It also represents a premium of approximately 31.3% over the closing price of the Shares on November 24, 2015, the trading day prior to the receipt of a proposal letter by the Company from the Purchaser in respect of the Arrangement, and 31.3% over the closing price of the Shares on January 25, 2016, the last trading day prior to the public announcement of the transaction.
"We believe that the Arrangement offers a premium over fair value for EFT Canada shareholders and serves the best interest of its employees, customers and business and we look forward to working towards its successful completion" said Jonathan Pasternak, CEO and President of EFT Canada.
Holders of approximately 5,562,124 common shares, representing approximately 40.7% of the issued and outstanding common shares, have entered into irrevocable support agreements committing them to vote in favour of the Arrangement. Moreover, holders of approximately 7,787,069 common shares or 57% of the issued and outstanding common shares, have stated they will not support any transaction but the Arrangement.
The Arrangement was considered by an independent special committee of the board of directors (the "Special Committee"), comprised of Ray Martins (Chair), John Cerenzia, and Lin Fellerman. The Special Committee was advised by independent counsel and engaged Evans & Evans, Inc. ("Evans"), an independent valuator, to prepare a comprehensive valuation report and fairness opinion with respect to the Arrangement (the "Valuation Report"). Subject to the qualifications, restrictions and assumptions set forth in the Valuation Report, in the opinion of Evans, as at December 18, 2015, the terms of the Arrangement are fair, from a financial point of view, to the minority shareholders of the Company (the "Minority Shareholders"). The Valuation Report arrived at a valuation range, as at November 30, 2015, for the shares ($0.065 to $0.087) which is below the $0.105 price that the Purchaser will pay under the Arrangement.
After consideration of all of the circumstances including the Valuation Report, the Special Committee concluded that the Arrangement is in the best interests of the Company and fair to the Minority Shareholders. Accordingly, the Special Committee recommended that the Board approve the Arrangement and seek all required court, shareholder and regulatory approvals. The Arrangement must be approved by the affirmative vote of at least two-thirds of the votes cast by all shareholders and, in accordance with Multilateral Instrument 61-101, at least a simple majority of the votes cast on the Arrangement Resolution by the Shareholders (other than the Purchaser and Jonathan Pasternak), in each case present in person or represented by proxy at the Meeting.
The Company has scheduled a special shareholder's meeting for March 9, 2016 at which shareholders of record on February 8, 2016 will be asked to approve the Arrangement. The Company has applied to the Supreme Court of Ontario and has received an interim order permitting the holding of the meeting and certain other matters in connection with the Arrangement.
EFT CANADA INC.
EFT Canada, founded in 2003, is a financial processing company that offers a complete solution to the collection and payment processing needs of small and medium sized business merchants, banks, credit unions, and other financial firms in Canada and the United States. The Company develops, maintains and delivers innovative electronic transaction processing technologies, such as customized electronic payment and collection processing solutions and gift and loyalty card services, by drawing on its operational and applications expertise. For more information, please visit www.eftcanada.com.
This press release contains forward-looking statements which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ significantly from those projected herein. 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.