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SHF Shift Networks Inc. (Tier2)

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Share Name Share Symbol Market Type
Shift Networks Inc. (Tier2) TSXV:SHF 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 -

Shift Networks Obtains Extension to CCAA Order, Establishes a Formal Bid Process for Sale of Company

12/09/2007 10:00pm

Marketwired Canada


Further to its press release of June 12, 2007, Shift Networks Inc. ("Shift")
(TSX VENTURE:SHF) announces that on August 29, 2007 the Alberta Court of Queen's
Bench ("the Court") extended Shift's creditor protection under the Companies
Creditors Arrangements Act (Canada) ("CCAA") for an additional period expiring
on October 1, 2007.


The Court also issued an "Order Approving Bid Process". The order provided that
Pricewaterhouse Coopers Inc., the Court appointed monitor of Shift (the
"Monitor"), and Shift seek bids from prospective purchasers to acquire Shift's
assets and undertakings either by asset purchase and sale, plan of arrangement
or other strategic transaction. Offers must be presented to the Monitor on or
before 10:00 AM September 24th, 2007.


As previously announced, Shift obtained debtor-in-possession financing (the "DIP
Loan") from a lender (the "DIP Lender") on the terms and subject to the
conditions set out in a loan agreement. The DIP Loan provides Shift with working
capital financing while it is subject to the CCAA proceedings and permits Shift
to continue to provide service to its customers. The Court has authorized Shift,
subject to the approval of the Monitor, to negotiate with the DIP Lender an
increase in the principal amount of the DIP Loan from the previously authorized
$1,650,000 to $2,150,000 exclusive of accrued interest, costs, charges,
expenses, Facility Fee and Success Fee under the DIP facility and as
contemplated by the DIP loan agreement.


The DIP Lender has provided a "stalking horse bid" whereby pursuant to an Asset
Purchase Agreement with Shift (the "Stalking Horse Agreement"), it has agreed to
purchase and Shift has agreed to sell all the assets and undertaking of Shift
for the aggregate amount of the outstanding DIP Loan. The Stalking Horse
Agreement will only be completed if a Superior Bid is not received by September
24, 2007 (and be open for acceptance and completion until October 15, 2007) for
a price at least $50,000 in excess of the purchase price provided for in the
Stalking Horse Agreement. Further, the Superior Bid must provide for the
acquisition of the DIP Loan by the superior bidder by such date for a purchase
price equal to the amount outstanding under the DIP Loan plus the amount of a
break fee.


Effective Friday, June 8, 2007, trading in the shares of the company were
suspended, given the uncertainty of the outcome of the bid process described
above it remains uncertain whether trading of the shares will ever resume.


Under CCAA protection, Shift continues with its day-to-day operations, including
the provisioning and delivery of voice over IP ("VoIP") business telephone
services to small-to-medium business customers in Calgary, Edmonton, Vancouver,
Victoria, Toronto and Ottawa.


Additional information relating to Shift is available on the website of the
Monitor at www.pwc.com/brs-shift.


Disclaimers

Certain information regarding Shift in this news release including management's
assessment of future plans and operations and the timing thereof, may constitute
forward-looking statements under applicable securities laws and may necessarily
involve risks including, without limitation, credit risks of accounts receivable
from its customers, currency risk as a result of its purchases, some of which
are denominated in foreign currencies, competition from the potential for major
cable and phone companies entering into the business, the ability to access
sufficient capital from internal and external sources and the uncertainty
involved in Court proceedings and the implementation of the Plan under the CCAA.
As a consequence, Shift's actual results, performance or achievements could
differ materially from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurance can be given that any events
anticipated by the forward-looking statements will transpire or occur, or, if
any of them do so, what benefits Shift will derive therefrom. Readers are
cautioned that the foregoing list of factors is not exhaustive. Furthermore, the
forward-looking statements contained in this news release are made as of the
date this news release and Shift does not undertake any 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 may be
required by applicable securities laws.


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