EmerGeo Announces Transactions with SAI InfoSystems (India) Ltd.
Vancouver, B.C., – Vancouver, B.C. – November 15, 2011 – EmerGeo Solutions Worldwide Inc. (TSX-V: EMG) (“EmerGeo” or the “Company”), a leading provider of emergency management software and consulting services, today announced that it has arranged and agreed to a series of transactions (the “Transactions”) by which SAI InfoSystems (India) Ltd. (“SIS”) will, subject to regulatory and shareholder approval and satisfactory due diligence, acquire 85% of the issued and outstanding common shares of the Company (the “Shares”) on an undiluted basis, and up to 80% of the Shares on a fully diluted basis. The Transactions will consist of i) a non-brokered private placement of 63,333,333 Shares at a price of $0.06 per Share for gross proceeds of $3,800,000.00, and ii) the purchase by SIS of an aggregate of 5,572,728 Shares (the “Vendors’ Shares”) from four shareholders of the Company for $0.0359 per share. The Company will use the net proceeds of the private placement to fund ongoing development and marketing of its FusionpointTM web-based crisis information management system and software.
The securities issued pursuant to the private placement will be subject to a four month statutory hold period.
SIS is an arm’s length unlisted public limited company based in Ahmedabad, India. Founded in 1992 by Mr. Sunil Kakkad, an electronics and communication engineer and entrepreneur, SIS is an information and communication technology company and systems integrator. It has direct operations in 17 Indian states and more than 100 support centres. It also has offices and operations in the United States. For further information about SIS, please refer to its website www.saicare.com.
If the Transactions are completed, SIS will become a “control person” pursuant to applicable securities laws and the policies of the TSX Venture Exchange (“TSXV”). A “control person” is defined as any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of the Company so as to affect materially the control of the Company, or that holds more than 20% of the outstanding voting shares of the Company, except where there is evidence showing that the holder of those securities does not materially affect the control of the Company.
TSXV Policy 4.1 requires that disinterested shareholders approve a private placement if the number of shares to be issued may result in, or is part of a transaction that may result in, the creation of a new control person. The Company intends to seek disinterested shareholder approval of the Transactions at its annual and special general meeting scheduled to be held on December 21, 2011.
The private placement will be completed in two tranches. In the first tranche, SIS will subscribe for 3,333,333 Shares at a price of $0.06 per Share for gross proceeds of $200,000. As a result, SIS will acquire approximately 12.7% of the Company Shares on a fully diluted basis and Mr. Kakkad will be appointed to the Company’s board of directors. Completion of the first tranche is subject to TSXV acceptance but does not require disinterested shareholder approval. In the subsequent tranche, assuming all required approvals are obtained and subject to satisfactory due diligence, SIS will subscribe for 60,000,000 Shares at a price of $0.06 per Share for gross proceeds of $3,600.000.00. Concurrently with completion of the second tranche, SIS will complete the acquisition of the Vendors’ Shares.
A finder’s fee is payable on the private placement.
EmerGeo CEO Rick MacDonald commented: “We are very pleased to have SIS join the Company as a significant shareholder. SIS is a proven world leader in information technology and will provide immediate strength and credibility to our products and services.”
EmerGeo develops emergency management software solutions and provides consulting services and support to government and industry around the world. EmerGeo’s Fusionpoint™ and emergency mapping applications are used to log, track and communicate critical information required by emergency and security personnel. By leveraging open web standards, EmerGeo’s software brings together data from dispatch, crisis management, mapping, camera and other third-party systems, providing a common operating picture. EmerGeo’s technology and people have been at the forefront of some of the world’s largest disasters and are proven effective in helping government and industry to mitigate against, prepare for, respond to and recover from potential or actual incidents, natural disasters, acts of terrorism, or pre-planned events.
On behalf of the Board of Directors
EMERGEO SOLUTIONS WORLDWIDE INC.
Rick MacDonald, CEO
For more information contact the Company at:
Telephone: (001) 604-681-0989
Facsimile: (001) 604-681-0079
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.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Disclaimer. Certain of the statements made and information contained herein may contain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, information concerning the Company’s intentions with respect to the development of its business. Forward-looking information is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated or projected in the forward-looking information (including the actions of other parties who have agreed to do certain things and the approval of certain regulatory bodies). Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities. The reader is cautioned not to place undue reliance on forward-looking information.
“Protecting People, Property & the Environment”