OneMove Technologies Mails Director's Circular; Appoints Financial Advisor
February 01, 2013 -- !-- AddToAny BEGIN -->
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/01/13 -- OneMove Technologies Inc. ("OneMove" or the "Company") (TSX VENTURE:OM), the provider of the leading web-based real estate transaction platform and the creator of the largest and fastest growing online community of conveyancing professionals, announces that it has mailed today a directors' circular ("Directors' Circular") in response to the offer ("Offer") from 0955662 B.C. Ltd., a wholly-owned subsidiary of Plantro Ltd. (the "Offeror") to the shareholders of OneMove to purchase all of the issued and outstanding shares of OneMove (the "Shares") for $0.425 in cash per share, upon the terms and subject to the conditions set forth in the circular of the Offeror dated January 17, 2013 (the "Bid Circular"). The Directors' Circular has been filed on SEDAR and may be viewed at www.sedar.com.
The Board of Directors of OneMove (the "Board"), upon the unanimous recommendation of its Special Committee, unanimously recommends (with those directors who are nominees of the Offeror or its affiliates abstaining) that OneMove shareholders accept the Offer and tender their Shares to the Offer. The Offer is open for acceptance until 11:59 p.m. (Pacific Standard Time) on February 21, 2013 ("Expiry Time"), unless the Offer is extended or withdrawn.
Notwithstanding the Board's unanimous recommendation, the Company has not entered into a support agreement with the Offeror and as a result, it remains free to solicit further offers. On January 29, 2013, the Special Committee met to review the efforts made with potential strategic purchasers to solicit a superior offer to the Offer. The Special Committee decided to retain Alexander Capital Group (the "Financial Advisor") of Toronto, Ontario, as its exclusive financial advisor to assist the Special Committee in seeking, evaluating and considering alternative proposals to the Offer. While no superior offer has been made as of the date of this news release and while there can be no assurance that a superior offer will be made, the Company is continuing with these efforts. Accordingly, the Board recommends that shareholders tender their Shares closer to the Expiry Time to allow for the opportunity to consider a superior offer should one be made.
The Board has recommended that shareholders accept the Offer for a number of reasons, including the following:
-- Offer within valuation range: The $0.425 price per Share under the Offer is within the fair market value per Share range ($0.34 to $0.43) determined in an independent formal valuation report prepared by MNP LLP for the Special Committee of the Board for inclusion in the Bid Circular further to applicable securities regulatory requirements as the Offer is an "insider bid". -- Premium for shareholders: The $0.425 price per Share under the Offer represents a premium of approximately 42% over the closing price of the Shares on the TSX Venture Exchange ("TSXV") on December 14, 2012, the last trading day prior to the public announcement of the Offeror's intention to make an Offer. The Offer price represents a premium of approximately 21% over the volume weighted average trading price of the Shares on the TSXV for the 50 trading days ending on December 14, 2012. -- Immediate value and liquidity: Shareholders will immediately realize a fair value for their investment and the payment in cash provides certainty of value for their Shares. -- Previous and current efforts to sell OneMove: Since May 2012, OneMove had undertaken a major effort to attract a purchaser for OneMove, including direct discussions with likely strategic buyers, which failed to result in a purchase offer for OneMove. To reinforce such past efforts, the Board of Directors has appointed the Financial Advisor to investigate any possible alternatives to the current Offer. -- OneMove free to solicit other offers: OneMove has not entered into a support agreement with the Offeror and no break fee is payable in the event of a superior offer. OneMove has approached the three most likely strategic purchasers since the Offer was made and none of these potential purchasers has decided to make an offer to date. -- Uncertainty of OneMove's future: OneMove has suffered losses throughout its operating history, it has continually needed to access capital in order to continue in business, its business is vulnerable to the housing market, it faces significant competition from well-funded, large competitors, it lacks funding and other resources to execute its short- and long-term business plans, the expense of being a public company is disproportionate to any benefits received and its ability to continue as a going concern is in doubt. -- Several minority shareholders will be accepting the Offer: The Offeror has entered into lock-up agreements with certain minority shareholders of OneMove which are the direct or beneficial owners of an aggregate of 3,176,709 Shares, representing approximately 25.4% of the issued and outstanding Shares.
For the foregoing reasons and the reasons set out in full in the Directors' Circular, the Board (with those directors who are nominees of the Offeror or its affiliates abstaining) unanimously recommended that shareholders of OneMove accept the Offer and tender their Shares to the Offer. OneMove advises shareholders not to take any action until they have read the Directors' Circular in its entirety and to tender their Shares closer to the Expiry Time of the Offer to allow for the opportunity to consider a superior offer should one be made.
About OneMove Technologies Inc.
OneMove Technologies Inc. (TSX VENTURE:OM) is the leading provider of web-based real estate transaction platforms and the creator of the largest and fastest growing online community of conveyancing professionals. Through econveyance(TM), its proprietary web-based conveyancing software solution, OneMove(TM) simplifies and expedites the process of buying and selling real estate. Econveyance connects all participants in the property transfer process, offering a secure and efficient means of completing the transaction online. Additional information about OneMove can be found at www.onemovetech.com or www.sedar.com. Professional users site www.econveyance.com.
Forward Looking Statements
This press release contains certain "forward looking statements". These statements relate to future events or future performance and reflect expectations and belief regarding growth, results of operations, performance, business prospects, opportunities or industry performance and trends. These forward looking statements reflect current internal projections, expectations or beliefs and are based on information currently available. A number of factors could cause actual events or results to differ materially from the results discussed in the forward looking statements. Although it is believed that the forward looking statements contained in this press release are based upon reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward looking statements. These forward looking statements are made as of the date of this press release, and OneMove Technologies Inc. assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws.
Neither 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.
OneMove Technologies Inc.
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