Serenic Corporation Announces the Closing of the Transaction to Sell Operating Companies to Sylogist Ltd. and Reports on the ...

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES.


Serenic Corporation (TSX VENTURE:SER) ("Serenic" or the "Company") is pleased to
report that all resolutions tabled for its special and annual general meeting of
the Serenic shareholders ("Shareholders") held on July 22, 2014 (the "Meeting")
have passed. Approximately 75% of the eligible voting shares of the Company were
voted, of which approximately 87% were voted in favor of all of the resolutions
that were proposed, including the special resolution to sell the shares of the
wholly-owned Serenic operating subsidiaries: Serenic Canada Inc., Serenic
Software, Inc. and Serenic Software (EMEA) Limited (collectively the
"Subsidiaries") to Sylogist Ltd. (the "Transaction"). The Subsidiaries have
conducted virtually all of Serenic's business to date and own Serenic's existing
proprietary enterprise application software, associated customer contracts and
relationships, other related third party agreements, rights to the Serenic
brand, and certain tax pools.


The current board, comprised of Dwayne Kushniruk, Randy Keith, Doug Thomson and
Ron Odynski were re-elected to the Company's board of directors.


The Company further announces that the Transaction was finalized and closed on
July 28, 2014, in accordance with the terms outlined in the Share Purchase
Agreement that was filed on SEDAR on July 2, 2014. Sylogist Ltd. has paid
approximately $7.9 million (CDN) cash consideration and has assumed Serenic's
net working capital liability of approximately $3.7 million (CDN) (which
excludes the Company's existing cash on deposit) for 100% of the shares of the
Subsidiaries, subject to final closing adjustments. The Company has received
final acceptance from the TSX Venture Exchange for closing the Transaction.


The Shareholders also approved the other special resolutions that were tabled at
the Meeting, including approval for the directors to change the name of Serenic
Corporation, and to proceed with the distribution of a return of capital and a
special dividend to Shareholders estimated to total in aggregate $0.45 per share
on a fully diluted basis, subject to finalization of closing adjustments, taxes
and costs which was described in the Information Circular dated June 26, 2014
that was distributed to the shareholders. A further press release will be issued
with respect to the timing and procedure of the cash distributions with such
distributions expected to occur within the next 60 days.


The Company will continue to be listed on the TSX Venture Exchange and will
operate post-closing under the name of OneSoft Solutions Inc. The Company has
further established two new wholly-owned subsidiaries, Cloudco Solutions Inc.,
based in Canada and OneCloudco Limited, based in the US, (collectively the
"Cloudcos"), which have retained the existing intellectual property associated
with the Company's cloud technology and products, and which will operate the
cloud businesses within Canada and the United States, respectively.


The balance of funds, estimated to be approximately $2.0 million (CDN) after
payment of Transaction and closing costs, income taxes and cash distributions to
shareholders, will be retained in the Company to fund further development of the
succeeding Cloudcos' business. The Cloudcos' technology enables software
applications based on Microsoft's Dynamics NAV ERP and CRM platforms to be
optimized for use on Microsoft's new cloud technology platform. The Cloudcos
have entered into an OEM arrangement with the Subsidiaries whereby the Cloudcos
will re-brand and market products to new customer segments that the Subsidiaries
have not historically pursued.


"We are delighted the Transaction with Sylogist Ltd. has been finalized," stated
Dwayne Kushniruk, Chairman. "We believe the Transaction provides shareholders
with a fair value for the operating businesses that we have developed and
nurtured for the past decade, while still providing shareholders the choice and
opportunity to remain involved to potentially leverage upon our past investments
and efforts to develop the new cloud strategies. Our first priority post-closing
will be to reorganize the Cloudcos' businesses, firstly working collaboratively
with Sylogist Ltd. and the Subsidiaries to pursue new opportunities within the
large segments of Not For Profit markets that we have historically not
addressed; and secondly, to investigate opportunities to leverage our cloud
technology and strategies with other vendors within the Microsoft ERP
eco-system. We intend to provide more information regarding the future cloud
strategies in due course."


Prior to the Meeting, the Company received a notice of dissent from one minority
shareholder. The Company addressed this issue in the best interest of all
Shareholders pursuant to the provisions of section 191 of the Business
Corporations Act (Alberta), by acquiring the dissenting shareholder's shares at
a fair value that was agreed to between the parties, and elected to close the
Transaction notwithstanding the dissent. These shares will be returned to
treasury and cancelled.


Forward-looking Statements

This news release contains forward-looking statements relating to the future
operations and profitability of the Company and other statements that are not
historical facts. Forward-looking statements are often identified by terms such
as "may", "should", "anticipate", "expects", "believe", "will", "intends",
"plans" and similar expressions. Any statements that are contained in this news
release that are not statements of historical fact may be deemed to be
forward-looking statements. More particularly and without limitation, this press
release contains forward-looking information concerning: the anticipated
benefits of the Transaction to the Company and its shareholders, including
anticipated synergies. Such forward-looking information is provided for the
purpose of providing information about management's current expectations and
plans relating to the future. Investors are cautioned that reliance on such
information may not be appropriate for other purposes, such as making investment
decisions. In respect of the forward-looking information and statements
concerning the anticipated benefits of the Transaction, the Company has provided
such in reliance on certain assumptions that it believes are reasonable at this
time, including expectations and assumptions concerning, among other things:
interest and foreign exchange rates; planned synergies, capital efficiencies and
cost-savings; applicable tax laws; the sufficiency of budgeted capital
expenditures in carrying out planned activities; the availability and cost of
labour and services; the success of growth projects; future operating costs;
that counterparties to material agreements will continue to perform in a timely
manner; that there are no unforeseen events preventing the performance of
contracts; and that there are no unforeseen material development or other costs
related to current growth projects or current operations. Accordingly, readers
should not place undue reliance on the forward-looking information contained in
this press release. 


Since forward-looking information addresses future events and conditions, such
information by its very nature involves inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to the risks associated
with the industries in which the Company operates in general such as: costs and
expenses; interest rate and exchange rate fluctuations; competition; failure to
realize the anticipated benefits of the Transaction; ability to access
sufficient capital from internal and external sources; and changes in
legislation, including but not limited to tax laws. 


Readers are cautioned that the foregoing list of factors is not exhaustive.
Forward-looking statements contained in this news release are expressly
qualified by this cautionary statement. The forward-looking statements contained
in this news release are made as of the date of this news release, and the
Company undertakes no obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by Canadian securities
law.


This news release does not constitute an offer to sell or the solicitation of an
offer to buy any securities within the United States. The securities to be
offered have not been and will not be registered under the U.S. Securities Act
of 1933, as amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of such Act or other laws. 


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


FOR FURTHER INFORMATION PLEASE CONTACT: 
OneSoft Solutions Inc.
Dwayne Kushniruk
Chairman
[phone] x509