TORONTO, ONTARIO–(Marketwired – July 21, 2017) – Intercap Inc. (“Intercap”) and ZipLocal Inc. (NEX:ZIP.H) (“ZipLocal”) announce that Intercap has mailed a notice of compulsory acquisition (“Notice of Compulsory Acquisition”) to the remaining holders of common shares (the “ZipLocal Shares”) of ZipLocal.
Following Intercap’s offer to acquire all of the ZipLocal Shares, Intercap owns approximately 90.9% of the issued and outstanding ZipLocal Shares.
Since Intercap’s offer was accepted by holders of more than 90% of the ZipLocal Shares, Intercap is now exercising its right under the compulsory acquisition provisions of the Business Corporations Act (Ontario) to acquire all outstanding ZipLocal Shares not already owned by it on the basis of (i) cash equal to $0.0035 for each ZipLocal Share, or (ii) one non-voting redeemable (on a non-pro rata basis) preferred share of Intercap for each ZipLocal Share, all of which Intercap preferred shares, if issued, will be redeemed at a redemption price equal to $0.0035 concurrently with, or immediately following, the completion of the compulsory acquisition. Further details are provided in the Notice of Compulsory Acquisition.
Intercap intends to have the ZipLocal Shares de-listed from the NEX Board of the TSX Venture Exchange and to cause ZipLocal to cease to be a reporting issuer upon completion of the compulsory acquisition.
Cautionary Statement on Forward-looking Information
All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this news release unless otherwise stated.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Intercap and/or ZipLocal as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Intercap and/or ZipLocal contained in this news release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in the Offer and take-over bid circular (the “Bid Circular”) prepared and filed in accordance with applicable securities laws in Canada as well as that Intercap will complete the compulsory acquisition of ZipLocal in accordance with the terms and conditions of the Offer or otherwise.
The forward-looking information set forth in this news release is subject to various risks and other factors which could cause actual results to differ materially from those expressed or implied in the forward-looking information. Certain of these risks, factors, estimates and assumptions are described in more detail in the Bid Circular, to which readers are referred and which are incorporated by reference in this news release. In addition, all forward-looking statements made in this news release are qualified by the full “Risk Factors” in the Bid Circular. These risks, factors, estimates and assumptions are not exhaustive. Intercap and/or ZipLocal disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
The NEX Board of the TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
President
Intercap Inc.
416.943.0808
Laurence Ezer
Chief Financial Officer
ZipLocal Inc.
416.547.9824
laurence@wadeco.ca