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BPL

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Share Name Share Symbol Market Type
TSXV:BPL TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Bluedrop Completes Acquisition of Atlantis Systems Corp.

31/12/2013 4:19pm

Marketwired Canada


Bluedrop Performance Learning Inc. ("Bluedrop") (TSX VENTURE:BPL) and Atlantis
Systems Corp. ("Atlantis") (NEX:AIQ.H) jointly announced today that they have
completed the previously announced plan of arrangement (the "Arrangement")
pursuant to which Bluedrop, through its wholly-owned subsidiary 8682259 Canada
Inc., acquired all of the common shares of Atlantis ("Atlantis Shares") for
aggregate cash consideration of C$1,000,000 or approximately C$0.0276 for each
Atlantis Share.


Emad Rizkalla, founder and CEO of Bluedrop, said, "This is a transformative
transaction for Bluedrop's defence business and its shareholders and firmly
establishes Bluedrop as one of Canada's leading defence training and simulation
companies. Atlantis brings a very complementary customer base, an excellent
resume of experience and a very capable delivery team. We intend to quickly
integrate the Atlantis operations into the existing Bluedrop defence activities
and expect to reduce operating expenses in the range of C$3,000,000 per year
after we have absorbed the onetime cost of staff reductions and rationalization
of overhead costs."


Atlantis was founded in the 1970's and has built and delivered a suite of
maintenance trainers and flight training devices for various military aircraft
including the CF-18 fighter and Black Hawk and Sea Hawk helicopters, and for
civilian aircraft, including the Boeing 747 and 767, as well as the Airbus A320.
In 2007, Atlantis acquired the Eduplus Division of Tecsult Inc. and entered the
training delivery business that has evolved to become its largest revenue
generator in recent years. Atlantis reported revenues of approximately
C$8,206,000 for the trailing 12 months from September 30, 2012. Atlantis
customers include Allied Wings, Lockheed Martin, Sikorsky, CAE, Calian,
Department of National Defence (Canada), Fleetway (Irving), and various other
aerospace clients.


Mike O'Rourke, the COO of the Bluedrop Defence and Aerospace group, will be
joined by Bill Bartlett, the former CFO of Atlantis, who will join the Bluedrop
Corporate group as VP of Finance with responsibility for the Defence and
Aerospace group and US operations. Mike O'Rourke, said, "The integration plans
are well underway and customers are well informed and excited about the
transaction. We expect to achieve our cost savings targets quickly and integrate
the Atlantis and Bluedrop teams into one operation at our Halifax office. The
expanded customer base and capabilities acquired from Atlantis will make the
Bluedrop team more capable and responsive to our customer requirements."


Bluedrop financed the acquisition through the issuance of unsecured convertible
debentures to Difference Capital Financial Inc. ("Difference") on December 30,
2013. The debentures are convertible at a conversion rate of C$0.15 per Bluedrop
common share, have a term of three years and bear interest at the rate of 14%
per annum.


Difference's Executive Vice-Chairman, Paul Sparkes, stated, "We are very
enthusiastic about being a part of the Bluedrop and Atlantis strategic plan. We
believe that this combination of two leading Canadian suppliers of military and
aerospace computer-based training products will create an even stronger
organization that is poised to take advantage of the robust outlook for the
e-training industry."


Prior to the completion of the Arrangement, Atlantis and ComVest Capital, LLC
("ComVest"), Atlantis' controlling shareholder prior to the completion of the
Arrangement, reorganized the terms of ComVest's existing debt with Atlantis by
(i) converting a convertible note held by ComVest (which had an outstanding
principal balance, together with accrued interest thereon, of USD$7,799,795 as
of December 30, 2013) into 25,999,315 Atlantis Shares, and (ii) amending an
existing term note held by ComVest (the "CV Term Note", which had an outstanding
principal balance, together with accrued interest thereon, of USD$6,675,365 as
of October 31, 2013 and bore interest at the rate of 12% per annum) to, among
other things, reduce the total indebtedness thereunder to CDN$2,500,000. The
indebtedness under the amended CV Term Note is evidenced by two secured notes
issued by Atlantis to ComVest on the closing of the Arrangement, one of which is
convertible into Bluedrop common shares in certain circumstances.


As a result of the Arrangement, the Atlantis Shares will be delisted from the
TSX Venture Exchange effective as of the close of business today.


Forward Looking Information

Certain information contained in this news release, including any information
relating to the Arrangement and Bluedrop's and Atlantis' future financial or
operating performance may be deemed "forward-looking". These statements relate
to future events or future performance and reflect Bluedrop's and Atlantis'
expectations regarding the Arrangement, and the future growth, results of
operations, business prospects and opportunities of the combined enterprise.
These forward-looking statements also reflect the parties' current internal
projections, expectations or beliefs and are based on information currently
available to Atlantis and Bluedrop. In some cases forward-looking information
can be identified by terminology such as "may", "will", "should", "expect",
"intend", "plan", "anticipate", "believe", "estimate", "projects", "potential",
"scheduled", "forecast", "budget" or the negative of those terms or other
comparable terminology. Assumptions upon which such forward looking information
regarding the Arrangement is based include that Atlantis and Bluedrop will be
able to complete the post-closing aspects of the Arrangement and that the
expected synergies and cost savings associated with the Arrangement will be
realized. Although Atlantis and Bluedrop believe that the expectations reflected
in such forward-looking statements are reasonable, they can give no assurance
that such expectations will prove to have been correct. Atlantis and Bluedrop
caution that actual performance will be affected by a number of factors, many of
which are beyond their control, and that future events and results may vary
substantially from what they currently foresee. Accordingly, readers are
cautioned against placing undue reliance on forward-looking information.
Atlantis and Bluedrop expressly disclaim any intention or obligation to update
or revise any forward-looking information, whether as a result of new
information, events or otherwise, except in accordance with applicable
securities laws. Discussion of the various factors that may affect future
results are contained in Bluedrop's condensed interim financial statements for
the nine months ended June 30, 2013 and the management's discussion and analysis
thereon, which are available at www.SEDAR.com and in Atlantis' audited financial
statements for the year ended December 31, 2012 and the management discussion
and analysis thereon dated April 25, 2013, and Atlantis' condensed interim
financial statements for the nine months ended September 30, 2013 and
management's discussion and analysis thereon dated November 26, 2013 which are
available at www.SEDAR.com. Atlantis' and Bluedrop's forward-looking statements
are expressly qualified in their entirety by this cautionary statement.


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.


About Bluedrop

Bluedrop Performance Learning Inc. (TSX VENTURE:BPL) is an innovator in
workplace training for individuals, corporations, defence and aerospace, and
governmental clients. Launched in 2004, the company has six offices and over 120
employees. Bluedrop is transforming the workplace globally by designing,
developing and delivering some of the most effective and scalable skills
development programs. Bluedrop was recently recognized as one of the Top 3
eLearning companies in Canada by Backbone Magazine in their "Best of Everything
in Canadian Tech" issue. For more information, visit www.bluedrop.com.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Bluedrop Performance Learning Inc.
Bernie Beckett
709-739-4938
Berniebeckett@bluedrop.com

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