CALGARY, AB / ACCESSWIRE / October 26, 2023 / Appulse Corporation ("Appulse" or the "Corporation") (TSXV:APL) announces today that the shareholders of the Corporation have approved the arm's length definitive agreement (the "Agreement") with GEA Canada Inc. ("GEA"), pursuant to which Appulse has agreed to sell to GEA and GEA has agreed to purchase all of the issued and outstanding shares of Centrifuges Unlimited Inc. ("CUI") for a base purchase price of $10 million Canadian, subject to customary working capital and net debt adjustments, payable in cash (the "Share Sale"). Full details of the Share Sale were set forth in the Corporation's Management Information Circular dated September 25, 2023, a copy of which filed through SEDAR+ is available for review at www.sedarplus.ca.
11,587,978 votes, or approximately 99.97% of the votes cast at the special meeting (the "Meeting") of Shareholders held October 26, 2023, were cast in favour of the special resolution (the "Share Sale Resolution") approving the Agreement.
The Share Sale constitutes a sale of all or substantially all of the property of the Corporation under Section 190(1) of the ABCA. Accordingly, in order to be effective, the Share Sale Resolution was required to have been approved by not less than two-thirds (66 2/3%) of the votes cast thereon by shareholders present in person or represented by proxy at the Meeting.
The Share Sale remains subject to certain customary approvals and closing conditions. The parties continue to work towards satisfying these conditions and the Share Sale is scheduled to close on November 1, 2023.
About Appulse Corporation
Through its primary subsidiary, CUI, and operating divisions, Appulse specializes in the sales, servicing and refurbishing of centrifuge equipment, serving both domestic and international markets, and offers full service industrial machining. The Corporation continues to expand its product base and geographic markets, in addition to pursuing further representative arrangements and joint venture opportunities.
For further information contact:
Doug Baird, President, or Dennis Schmidt, CFO
Telephone: (403) 236-2883
Facsimile: (403) 279-3342
Email: dbaird@centrifuges.net
Forward-Looking Statements
This news release contains forward-looking statements relating to the timing and completion of the proposed sale by Appulse to GEA of all of the issued and outstanding shares of CUI, including, among others, forward-looking statements about management's expectations regarding the expected timing of the transaction, and other statements that are not historical facts. Forward-looking statements are often identified by the terms such as "will", "may", "should", "anticipate", "expects" and similar expressions.
Forward-looking information reflects current expectations of management regarding future events as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, without limitation: the risk that the Share Sale will not be completed within the timeframe contemplated, on terms previously announced, or at all; the risk that conditions precedent to the closing of the transaction, including the receipt of third party consents, may not be satisfied or waived; and the risk that there are material negative purchase price adjustments under the terms of the Agreement. Should any of the foregoing risks materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance, activities or achievements could vary materially from those expressed or implied by any forward-looking information contained in this news release. Readers are cautioned that the foregoing list of risks is not exhaustive. Appulse encourages all shareholders to read the Information Circular, as it includes a more detailed discussion of the material risks and uncertainties with respect to the Share Sale.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to Appulse. The forward-looking information is made as of the date of this news release and Appulse assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
NEITHER THE 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.
SOURCE: Appulse Corporation
View source version on accesswire.com:https://www.accesswire.com/796889/appulse-corporation-announces-results-from-special-meeting-of-shareholders
