CALGARY, AB / ACCESSWIRE / September 18, 2023 / Appulse Corporation ('Appulse' or the 'Corporation') (TSX-V:APL) announces today that it has entered into an arm's length definitive agreement (the 'Agreement') to sell all of the issued and outstanding shares of its wholly owned subsidiary, Centrifuges Unlimited Inc. ('CUI'), to GEA Canada Inc. ('GEA'). CUI specializes in the sales, servicing and refurbishing of centrifuge equipment, serving both domestic and international markets, and offers full service industrial machining. GEA intends to operate CUI as a separate unit in order to better serve the North American market.
The base purchase price is $10 million Canadian, subject to customary working capital and net debt adjustments, payable in cash. Appulse intends to apply a portion of the net proceeds to debt reduction, and will retain the remainder of the proceeds pending a thorough review of its future cash requirements and potential investment opportunities, all with a view of maximizing shareholder value.
Unanimous Approval of the Board
The transaction has been approved unanimously by Appulse's board of directors, which has determined that the transaction is in the best interests of Appulse and its shareholders and unanimously recommends that shareholders vote in favour of approving the transaction at the special meeting of shareholders, which will be held October 26, 2023 (the 'Meeting')
Shareholder Approval and Other Conditions
The transaction must be approved by shareholders holding at least 66⅔% of shares voted in person or by proxy at the Meeting. Appulse's major shareholders, who collectively control approximately 67% of the outstanding common shares of Appulse, have each entered into a voting support agreement pursuant to which they have agreed irrevocably to vote all common shares in favour of the transaction at the Meeting. The transaction is also subject to other customary closing conditions.
Information on the transaction and the Meeting will be disclosed in more detail in Appulse's management information circular (the 'Information Circular') that is anticipated to be mailed at the beginning of October to shareholders as of the record date of September 25, 2023. It is anticipated that the transaction will be completed on November 1, 2023.
Copies of the Agreement and the Information Circular for the Meeting will be filed with Canadian securities regulators and will be available on the SEDAR+ profile of Appulse at www.sedarplus.ca Shareholders of Appulse are urged to read the Information Circular and other relevant materials when they become available because such materials will contain important information about the transaction.
About Appulse Corporation
Through its primary subsidiary, Centrifuges Unlimited Inc., and operating divisions, Appulse specializes in the sales, servicing and refurbishing of centrifuge equipment, serving both domestic and international markets, and offers full service industrial machining. The Corporation continues to expand its product base and geographic markets, in addition to pursuing further representative arrangements and joint venture opportunities.
For further information contact:
Doug Baird, President, or Dennis Schmidt, CFO
Telephone: (403) 236-2883
Facsimile: (403) 279-3342
Additional Information relating to Appulse and its subsidiaries can be obtained through the Corporation's website, at www.appulsecorp.net and other public filings are available on SEDAR+ at www.sedarplus.ca.
This news release contains forward-looking statements relating to the timing and completion of the proposed sale by Appulse to GEA of all of the issued and outstanding shares of CUI, including, among others, forward-looking statements about management's expectations regarding the expected timing and benefits of the transaction, the timing of the shareholders meeting and publication and distribution of related shareholder materials, the satisfaction of other closing conditions to the transaction, the expected benefits of the transaction and the use of proceeds from the transaction, and other statements that are not historical facts. Forward-looking statements are often identified by the terms such as 'will', 'may', 'should', 'anticipate', 'expects' and similar expressions.
Forward-looking information reflects current expectations of management regarding future events as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, without limitation: the risk that the transaction with GEA will not be completed within the timeframe contemplated, on terms previously announced, or at all; the risk that conditions precedent to the closing of the transaction, including the receipt of shareholder approval and third party consents, may not be satisfied or waived; and the risk that there are material negative purchase price adjustments under the terms of the Agreement. Should any of the foregoing risks materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance, activities or achievements could vary materially from those expressed or implied by any forward-looking information contained in this news release. Readers are cautioned that the foregoing list of risks is not exhaustive. Appulse encourages all shareholders to read the Information Circular, once available, as it will include a more detailed discussion of the materials risks and uncertainties with respect to the proposed transaction with GEA.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to Appulse. The forward-looking information is made as of the date of this news release and Appulse assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
NEITHER THE 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.
SOURCE: Appulse Corporation
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