IVRnet has signed binding agreements to purchase all of the outstanding securities of Global Industrial Solutions Network Inc. of Calgary, by way of a takeover bid.
The transaction has the unanimous support of the boards of directors of IVRnet and Global. Subject to final due diligence, confirmation of value and customary adjustments at closing, IVRnet will issue 2,794,800 common shares of IVRnet with a deemed value of $1.50 per share to the shareholders of Global on the basis of two IVRnet common shares for each outstanding Global common share.
If all Global common shares are tendered to the offer, the value of the $1.50 offer will be approximately $4.2 million.
The directors, officers and related parties of Global, holding an aggregate total of 1,140,000 Global common shares (representing approximately 81 per cent of the issued common shares of Global) have agreed to tender and not withdraw their shares under the offer. Completion of the transaction is subject to CDNX and regulatory approval and the tendering to IVRnet of a minimum of 85 per cent of the outstanding Global common shares.
Under the terms of the agreement, and upon completion of the acquisition, Daniel R. Moore, P.Eng, President and CEO of Global, will become vice-president of Industrial eSolutions at IVRnet. The existing Global business unit, including all current staff, will continue to focus on the execution of the Global business plan.
Global is a recognized leader in providing enterprise asset-management solutions. Its product suite includes Spectrel, an engineering and operations Internet-based asset-management system, SpecBoss, an Internet-based industrial equipment sales/disposal system and the engineering, information technology and technical consulting services for implementations.
Spectrel is a private and secure corporate asset-management database. Delivered over the Internet, authorized users can access the system’s comprehensive equipment profiles from anywhere the Internet reaches, in real time.
SpecBoss is a powerful and searchable Internet database that lists comprehensive technical, location and pricing data on a vast array of new and used equipment that is available for sale around the world. Spectrel and SpecBoss are tightly integrated, allowing authorized users to publish assets that are for sale on the SpecBoss public database.
Robert A. Blackshaw, president and CEO of IVRnet, said: “The Global acquisition makes sense. It is consistent with our strategy of providing robust, simple-to-implement e-business solutions that provide dramatic service improvements and cost reductions to our customers. . . .”
“Not only can we use the Global technologies in the energy sector, but we can apply it to our customers in the golf industry for managing all aspects of their golf course assets.”