CALGARY, June 19 /PRNewswire-FirstCall/ -- Quantum Yield Inc. ("Quantum") announces today its offer to acquire all of the issued and outstanding common shares ("Pulse Shares") of Pulse Data Inc. ("Pulse") (TSX: PSD). Quantum is offering $3.05 (Cdn.) principal amount of a 10% secured, retractable debenture ("Debenture") in exchange for each Pulse Share.
"Pulse Data is currently not achieving its potential," said Jim Durward, President of Quantum. In fiscal 2006, Pulse reported a substantial revenue decrease from $53,137,000 to $44,641,000, which decrease was accompanied by a $4,449,000 loss. Mr. Durward stated, "The proposed restructuring is designed to maximize operational and tax efficiency in order to significantly increase cash flow to the stakeholders and provide them with an ongoing income stream. It's my belief that the proposed restructuring inherent in our offer will provide a secure, superior income stream to investors and make for a much stronger company going forward."
About Pulse
Pulse is a Calgary-based company specializing in information management, with current focus on the energy sector. Pulse's primary business is the acquisition, marketing and licensing of non-exclusive seismic data to the Western Canadian energy sector, which it conducts through its general partnership, Pulse Seismic. Through its subsidiaries Terrapoint Canada Inc. and Terrapoint USA Inc., Pulse also provides services and technology solutions in the field of airborne and ground based digital terrain mapping and digital imaging to diverse markets. Further detailed information concerning the business, financial condition, capitalization, management and risks associated with an investment in Pulse Shares can be obtained through Pulse's website at http://www.pulsedatainc.com/ or under its profile on the SEDAR website at http://www.sedar.com/.
About Quantum
Quantum is an Alberta company that was incorporated on April 2, 2007 for the purpose of making this offer for all of the Pulse Shares. It has not conducted any material business operations other than entering into a technology license agreement with Unitech Energy Resources Inc. ("Unitech") pursuant to which Unitech licensed its developed proprietary software and database management system called "LeadScan" to Quantum for a period of ten years. The LeadScan system incorporates a digital well log database with a pattern recognition system allowing for searches of well log features that is expected to provide synergies with Pulse's business operations.
About the Offer
Quantum has offered to purchase all of the issued and outstanding Pulse Shares on the basis of $3.05 (Cdn.) principal amount of Debentures of Quantum due December 31, 2017 for each Pulse Share. The offer represents a 10% premium over the closing trading price of the Pulse Shares on June 18, 2007, and a 18% premium over the average closing price of the Pulse Shares for the 30 trading days preceding this announcement.
Based on publicly available information, assuming all Pulse Shares outstanding are tendered to the offer, there would be approximately $146,154,000 of Debentures outstanding assuming Quantum takes up and pays for all such tendered Pulse Shares under the offer. In addition, if all Pulse Options are exercised to acquire Pulse Shares and such Pulse Shares are tendered to the offer, there would be approximately an additional $9,243,290 of Debentures outstanding assuming Quantum takes up and pays for all such tendered Pulse Shares under the offer.
Completion of the Offer will be conditional upon, among other things, there being validly deposited under the offer and not withdrawn a number of Pulse Shares which constitutes, together with any Pulse Shares owned by Quantum, its associates and affiliates, at least 66 2/3% of the outstanding Pulse Shares (calculated on a fully diluted basis). The offer will also be conditional upon the receipt of all necessary approvals and certain other customary conditions in transactions of this nature.
If the offer is successful, Quantum will use all reasonable efforts and take the necessary steps to combine the operations of the two companies, subject to applicable laws. If the combination of the two companies occurs, Quantum plans to, as soon as practically possible, make application to cause the Debentures to be listed for trading on a stock exchange in order to provide liquidity for the Debentureholders.
Full details of the offer will be included in the formal offer circular and take-over bid documents that will be publicly filed and subsequently mailed to Pulse's shareholders. Quantum has formally requested a list of Pulse's shareholders and expects to mail the formal offer circular and take-over bid documents to Pulse's shareholders promptly after receipt of the shareholder's list.
Quantum has delivered its proposal to Pulse and welcomes the opportunity to work with Pulse to achieve a successful outcome to this transaction.
Shareholders of Pulse are urged to read the formal offer circular and take-over bid documents that will be publicly filed and subsequently mailed to Pulse's shareholders because they will contain important information about the offer for Pulse Shares. These documents will be available without charge under Pulse's profile on the SEDAR website at http://www.sedar.com/. Additional copies of the formal offer circular and related take-over bid documents will also be available at the principal offices of both Kingsdale Shareholder Services Inc. and Valiant Trust Company set forth above.
This news release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Although Quantum believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on such forward-looking statements because Quantum can not give assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Quantum and described in the forward-looking statements or information. The forward-looking statements or information contained in this news release are made as of the date hereof and Quantum does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. There can be no assurance that the offer will occur, or will occur on the timetable contemplated hereby.
This announcement is neither an offer to purchase or exchange nor a solicitation of an offer to sell or exchange Pulse Shares. The offer is made solely by the formal offer circular and take-over bid documents, and any amendments or supplements thereto, and is being made to all holders of Pulse Shares. The offer is not being made to, nor will Pulse Shares be accepted from or on behalf of, holders of Pulse Shares in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with applicable law.
