TORONTO, ONTARIO -- (Marketwired) -- 05/19/17 -- Intercap Inc. ("Intercap") and ZipLocal Inc. (NEX: ZIP.H) ("ZipLocal") are pleased to jointly announce that Intercap has formally commenced an offer (the "Offer") to the shareholders of ZipLocal to acquire all of the issued and outstanding common shares of ZipLocal (the "ZipLocal Shares") in exchange for (i) cash equal to $0.0035 for each ZipLocal Share (the "Cash Consideration"), or (ii) one non-voting redeemable (on a non-pro rata basis) preferred share of Intercap (an "Intercap Preferred Share") for each ZipLocal Share (the "Share Consideration" and, together with the Cash Consideration, the "Offer Consideration"), all of which Intercap Preferred Shares, if issued, will be redeemed at a redemption price equal to the Cash Consideration concurrently with, or immediately following, the closing of the Offer. In the event a ZipLocal Shareholder does not specify the form of Offer Consideration which such ZipLocal Shareholder wishes to receive, such ZipLocal Shareholder will be deemed to have elected to receive Cash Consideration.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (EASTERN TIME) ON JUNE 26, 2017 (THE "EXPIRY TIME") UNLESS THE OFFER IS EXTENDED OR WITHDRAWN BY INTERCAP.
ZipLocal has determined, and hereby states that the initial deposit period for the Offer shall be for a minimum period of 35 days commencing on May 19, 2017, the date of the Offer, and this news release constitutes a "deposit period news release", as contemplated under applicable Canadian securities laws in this regard.
Today, Intercap will mail the Offer and take-over bid circular (collectively, the "Bid Circular"), and the related letter of acceptance and transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") to ZipLocal's shareholders (the "ZipLocal Shareholders"), registered holders of convertible securities of ZipLocal and other persons who are entitled to receive those documents under applicable laws. Included in the mailing to ZipLocal shareholders is ZipLocal's directors' circular, also dated May 19, 2017.
The board of directors of ZipLocal has unanimously determined that the Offer is fair to ZipLocal Shareholders and in the best interest of ZipLocal and ZipLocal Shareholders and unanimously recommends that ZipLocal Shareholders accept the Offer and deposit their ZipLocal Shares to the Offer.
As previously announced, Intercap, ZipLocal and certain ZipLocal Shareholders have entered into a lock-up and support agreement (the "Support Agreement"), pursuant to which, and subject to the terms and conditions therein, ZipLocal agreed to support the Offer and such ZipLocal Shareholders have agreed, subject to certain exceptions, to deposit under the Offer and not withdraw an aggregate of 23,079,702 ZipLocal Shares, collectively representing approximately 76.1% of the outstanding ZipLocal Shares. A copy of the Support Agreement is available for viewing and download on SEDAR at www.sedar.com.
Successful completion of the Offer is subject to a number of customary conditions, including: (i) there being validly deposited under the Offer and not withdrawn at the Expiry Time such number of ZipLocal Shares that, when added to the ZipLocal Shares beneficially owned by Intercap and its Affiliates (if any), constitutes at least 66 2/3% of the outstanding ZipLocal Shares; (ii) receipt of all governmental and regulatory approvals, orders, rulings, exemptions and consents that Intercap considers necessary in connection with the Offer on terms and conditions satisfactory to Intercap; and (iii) no material adverse change having occurred in respect of ZipLocal.
Full details of the Offer are contained in the Bid Circular that has been filed with the applicable Canadian securities regulatory authorities, and ZipLocal Shareholders are urged to read the Offer Documents and to consider the important information set out therein. Copies of the Offer Documents may be obtained free of charge on SEDAR at www.sedar.com.
Cautionary Statement on Forward-looking Information
All statements, other than statements of historical fact, contained in this news release constitute "forward-looking information" or "forward-looking statements" within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this news release unless otherwise stated.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Intercap and/or ZipLocal as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Intercap and/or ZipLocal contained in this news release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in the Offer Documents prepared and filed in accordance with applicable securities laws in Canada as well as: (1) that Intercap will complete the acquisition of ZipLocal in accordance with the terms and conditions of the Offer or otherwise; and (2) the accuracy of Intercap's understanding of ZipLocal.
The forward-looking information set forth in this news release is subject to various risks and other factors which could cause actual results to differ materially from those expressed or implied in the forward-looking information, including the risk that the Offer will not be completed for any reason.
Certain of these risks, factors, estimates and assumptions are described in more detail in the Bid Circular, to which readers are referred and which are incorporated by reference in this news release. In addition, all forward-looking statements made in this news release are qualified by the full "Risk Factors" in the Bid Circular. These risks, factors, estimates and assumptions are not exhaustive. Intercap disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
The NEX Board of the TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Chief Financial Officer