TORONTO, ONTARIO–(Marketwired – June 26, 2017) – Intercap Inc. (“Intercap”) and ZipLocal Inc. (NEX:ZIP.H) (“ZipLocal”) are pleased to jointly announce that Intercap has been successful in its bid to acquire ZipLocal under its previously announced offer (the “Offer”) made to shareholders of ZipLocal (“ZipLocal Shareholders”). A total of 25,939,852 common shares of ZipLocal (“ZipLocal Shares), representing approximately 85.2% of the issued and outstanding common shares of ZipLocal were deposited under the Offer (and not withdrawn) as at 5:00 p.m. (Eastern Time) on June 26, 2017, the expiry time of the initial deposit period under the Offer.
Intercap has taken up all of the ZipLocal Shares deposited under the Offer and, as a result, now holds an aggregate of 25,939,852 ZipLocal Shares which represents approximately 85.2% of the issued and outstanding common shares of ZipLocal.
The Offer was fully endorsed by the board of directors and management of ZipLocal. Given the substantial support for the Offer, Intercap has also extended the deposit period under the Offer for the mandatory 10-day extension period required under applicable securities laws, to enable those ZipLocal Shareholders who have not yet tendered their shares, to deposit their ZipLocal Shares to the Offer. The Offer, as extended, will now expire at 5:00 p.m. (Eastern Time) on July 7, 2017. All of the terms and conditions of the Offer have been complied with or waived, as applicable, and to the extent required for the take up securities deposited under Offer under applicable securities laws.
ZipLocal Shareholders who tendered to the Offer will receive (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 closing of the Offer. In the event a ZipLocal Shareholder does not specify the form of consideration which such ZipLocal Shareholder wishes to receive, such ZipLocal Shareholder will be deemed to have elected to receive cash equal to $0.0035 for each ZipLocal Share.
The purpose of the Offer is to enable Intercap to acquire all outstanding ZipLocal Shares such that ZipLocal becomes a wholly-owned subsidiary of Intercap or one of its affiliates or associates. As further described in the Offer and take-over bid circular (the “Bid Circular”), Intercap intends to carry out a compulsory acquisition or, alternatively, a subsequent acquisition transaction to acquire ZipLocal Shares not deposited under the Offer. Upon completion of the compulsory acquisition or subsequent acquisition transaction, Intercap intends to delist the ZipLocal Shares from the NEX Board of the TSX Venture Exchange and to cause ZipLocal to cease to be a reporting issuer under applicable securities laws.
Full details of the Offer are contained in the Bid Circular that has been filed with the applicable Canadian securities regulatory authorities. Copies of the Bid Circular and associated Offer documents may be obtained free of charge on ZipLocal’s profile on SEDAR at www.sedar.com. A copy of Intercap’s early warning report will also appear on ZipLocal’s profile on and may also be obtained by calling 416.943.0808 (121 King Street West, Suite 2150, Toronto, Ontario M5H 3T9).
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 Bid Circular prepared and filed in accordance with applicable securities laws in Canada as well as: (1) that Intercap will complete the compulsory acquisition or subsequent acquisition transaction of ZipLocal in accordance with the terms and conditions of the Offer or otherwise; and (2) the accuracy of Intercap’s understanding of ZipLocal.
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, including the risk that the Offer will not be completed for any reason.
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.
Jason Chapnik
President
416.943.0808
ZipLocal Inc.
Laurence Ezer
Chief Financial Officer
416.547.9824
laurence@wadeco.ca