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Share Name | Share Symbol | Market | Type |
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Mlb Industries | TSXV:MLB | TSX Venture | Common Stock |
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(NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES) MLB Industries Inc. (CNSX:BMP) ("MLB") and Etiah H. Enterprises Inc. ("Etiah") are pleased to announce that they have entered into a non-binding letter of intent (the "Letter of Intent") on December 18, 2009 wherein MLB would combine with Etiah by way of a reverse take-over, amalgamation, arrangement, exempt takeover bid, security purchase or security exchange agreement or other similar form of transaction (the "Proposed Transaction"). It is currently anticipated that the Proposed Transaction will constitute a reverse take-over of MLB by Etiah pursuant to the applicable policies of the Canadian National Stock Exchange (the "CNSX"), that the resulting issuer will be named "Etiah H. Enterprises Ltd." (the "Resulting Issuer") and that Mr. Gratien Etiah, the President and Chief Executive Officer of Etiah, will be the Chairman, Chief Executive Officer and a director of the Resulting Issuer. Summary of the Letter of Intent and the Proposed Transaction Under the terms of the Letter of Intent, MLB and Etiah intend to negotiate a definitive agreement (the "Definitive Agreement") by March 31, 2010, whereby MLB proposes to issue common shares of MLB (the "MLB Shares") in exchange for all of the issued and outstanding common shares of Etiah (the "Etiah Shares"). The final number of MLB Shares to be issued in exchange for the Etiah Shares will be based on the parties' current valuation as contained in the Letter of Intent and any changes thereto arising from the results of the parties' mutual due diligence (the "Agreed Valuation"). The Letter of Intent is subject to an exclusivity period until March 31, 2010 (the "Exclusivity Period") unless the Letter of Intent is terminated earlier in accordance with its terms. During the Exclusivity Period, both parties have agreed to exclusively negotiate with one another the final terms and conditions for the Definitive Agreement (the "Exclusivity Covenant") and each shall continue to operate its business in the ordinary course. If during the Exclusivity Period a party to the Letter of Intent breaches the Exclusivity Covenant, then such party shall immediately pay the other party a fee of $50,000 unless the parties mutually agree in writing to terminate the Letter of Intent then no such fee is payable. Either party may terminate the Letter of Intent if any applicable regulatory authority has indicated to either MLB or Etiah that it will not permit the Proposed Transaction to proceed or if such party is not satisfied with the results of its due diligence by February 25, 2010. In addition, Etiah may terminate the Letter of Intent if MLB is unable to complete certain private placements as specified in the Letter of Intent by January 22, 2010 and March 1, 2010. In the event that MLB receives the Partial Revocation Order (as defined below), the details of such financing will be the subject of a further press release. In addition, pursuant to the Letter of Intent and in the event that MLB completes the financing contemplated therein, MLB and Etiah intend to negotiate a subordinated secured loan from MLB to Etiah to fund Etiah's ongoing cost of the Proposed Transaction. Nathan Hansen, President of MLB said, "We are excited by the benefits and opportunities that this transaction will provide our two companies. We believe that this transaction offers significant potential value for both MLB and Etiah shareholders, and will position the Resulting Issuer for significant future growth." Gratien Etiah, President and CEO of Etiah agreed and said "I believe the Proposed Transaction is the right fit for our shareholders and will provide Etiah with a strong position to accelerate its growth both organically and through accretive acquisitions, raise its profile within the investment community, and provide the necessary stimulus to achieve a winning position in its business space." The completion of the Proposed Transaction is subject to several conditions, including (i) both parties entering into the Definitive Agreement and the satisfaction of the terms and conditions to be set forth therein; (ii) completion of the financings contemplated by the Letter of Intent; (iii) final agreement by Etiah and MLB as to the Agreed Valuation; (iv) completion of all necessary legal, financial and technical due diligence reviews; and (v) receipt of all necessary consents and approvals, including board, shareholder approvals of both parties (as applicable), the Partial Revocation Order (as defined herein) and regulatory and CNSX approvals. Completion of the Proposed Transaction is subject to CNSX acceptance and the Proposed Transaction cannot close until any required shareholders approvals have been obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared by MLB in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The securities of MLB should be considered highly speculative. About MLB MLB is currently subject to a cease trade order issued by each of the Alberta Securities Commission (the "ASC"), the British Columbia Securities Commission (the "BCSC") and the Ontario Securities Commission (the "OSC") for failing to comply with certain continuous disclosure obligations (collectively, the "CTO"). A partial revocation of the CTO by the ASC and the BCSC (the "Partial Revocation Order") is a condition precedent to the completion of certain financing obligations of MLB pursuant to the Letter of Intent. On December 18, 2009, MLB applied to each of the ASC and the BCSC for such partial revocations. Full revocation of the CTO by the ASC, the BCSC and the OSC will be a condition precedent to the completion of the Proposed Transaction. About Etiah Etiah, a private Canadian company based in Montreal, Quebec, is a SAP partner that provides business intelligence software which helps companies make more informed decisions and maximize their investment in an integrated SAP system. As a SAP partner, Etiah offers consulting services, the integration and optimization of SAP systems, as well as the evaluation, implementation and ongoing improvement of these systems. One of the main objectives of Etiah is to make enterprise resource planning ("ERP") systems and business intelligence ("BI") and performance management solutions more easily accessible to small and mid-size companies which, according to IT industry research, represents the fastest growing segment of the internationally robust BI software industry. Etiah has partnered with SAP Canada Inc. ("SAP") through the SAP(R) PartnerEdge(TM) program to deliver software solutions and services to help mid-size companies integrate their business processes, optimize operations and grow their businesses. "Our customers want a flexible, affordable and easy-to-use ERP and BI solutions that provide deep visibility into the entire organization and is specifically developed for companies in their industry and for the mid-market segment," said Gratien Etiah, President and CEO of Etiah. "SAP(R) Business All-in-One solutions works very well with our customers' requests. Its scope and ability to integrate custom applications allows Etiah to provide its customers with another key benefit - cost, time and scope certainty." Etiah brings a unique fixed-price, fixed-scope and fixed-delivery methodology to business solutions. Etiah consults in all industries and has the expertise in industries that require a project-based approach. Etiah has helped SAP customers to improve their management processes and to obtain a complete view of their operations, resulting in improved financial performance. Etiah delivers SPICE, its own integrated solution for the mid-size market which Etiah developed based on SAP business suite applications and SAP best practices packages. SPICE enables and helps companies: (a) simplify and optimize their business processes; (b) improve their performance; (c) increase visibility on operations and cost; and (d) increase profitability. Additionally and significantly, Etiah has increasingly dedicated its internal resources to the research and development of proprietary business management software solutions currently not available in the market place, including but not limited to, (a) solutions in cloud computing (an emerging computing technology that uses the internet and central remote servers to maintain data and applications, allowing the full use of applications without the need for local installation and permitting access to required data via any computer in the world with internet access) and (b) Software as a Service (SaaS). Further information about Etiah can be obtained at: www.etiah.com. SAP(R) Business All-in-One solutions are comprehensive, highly configurable and extensible on-premise business solutions with built-in industry best practices. Optimized to meet the business and IT resource challenges of mid-size companies in their respective industries, SAP(R) Business All-in-One is built on an established foundation of SAP software and technology, enabling mid-size companies the flexibly to adapt and extend SAP(R) Business All-in-One solutions to meet the unique and changing needs of customers. Customers around the globe are using SAP(R) Business All-in-One solutions to optimize business processes and take full advantage of their growth potential. Etiah joins more than 2,800 partners within the SAP(R) PartnerEdge(TM) program that deliver SAP(R) Business All-in-One solutions worldwide. SAP(R) PartnerEdge(TM) is SAP's world-class partner program, which provides partner education and marketing support and enables SAP partners to develop, deliver and service solutions for companies of all sizes. For more information about SAP(R) Business All-in-One solutions, please visit: http://www.sap.com/usa/solutions/midsize/allinone/index.epx SAP AG is the world's leading provider of business software(i), offering applications and services that enable companies of all sizes and in more than 25 industries to become best-run businesses. With more than 92,000 customers in over 120 countries, the company is listed on several exchanges, including the Frankfurt Stock Exchange and New York Stock Exchange, under the symbol "SAP." For more information about SAP AG, visit www.sap.com. (i) SAP defines business software as comprising ERP and related applications. Certain information set out in this News Release constitutes forward-looking information. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate" or "will" and similar expressions) may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties. Forward-looking statements are based upon the opinions, expectations and estimates of management of MLB as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to the entering into of the Definitive Agreement as contemplated by the Letter of Intent, satisfaction by both parties of the results of due diligence and the Agreed Valuation, the ability of MLB to obtain a partial and full revocation of the CTO (whether in the anticipated timeframes or at all), the ability of each of MLB and Etiah to successfully satisfy the conditions precedent to the completion of the Proposed Transaction including any required financing in relation thereto, the availability of capital to MLB and Etiah to fund their operations, and risks, uncertainties and other factors that are beyond the control of MLB or Etiah, risks associated with MLB's and Etiah's industries in general, and the uncertainty of estimates and projections of sales, costs and expenses. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. Although MLB believes that the expectations reflected in the forward-looking statements set out in this News Release or incorporated herein by reference are reasonable, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of MLB contained in this News Release, or incorporated herein by reference, are expressly qualified, in their entirety, by this cautionary statement. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of MLB in any jurisdiction. The securities of MLB have not been registered under the Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and applicable state securities laws.
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