08:32:36 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



IOU Financial Inc
Symbol IOU
Shares Issued 53,678,292
Close 2015-07-29 C$ 0.45
Market Cap C$ 24,155,231
Recent Sedar Documents

IOU suitor Qwave extends takeover offer to Sept. 22

2015-07-30 10:59 ET - News Release

Mr. Serguei Kouzmine of Qwave reports

QWAVE ANNOUNCES EXTENSION OF DATE TO ACQUIRE IOU FINANCIAL COMMON SHARES

Qwave Capital LLC has extended its offer, dated June 25, 2015, to purchase, on the terms and conditions of the offer, 34 million common shares of IOU Financial Inc. until 5 p.m. (Eastern Standard Time) on Sept. 22, 2015. A notice of extension has been filed with the Canadian securities regulators and will be mailed to IOU shareholders. The extension of Qwave's offer is part of a broader settlement agreement, under which IOU withdrew its litigation against Qwave and agreed to waive the application of its shareholder rights plan as of Sept. 23, 2015.

The settlement effectively removes all barriers to the Qwave offer and restores the right of shareholders to make the most of their investments in IOU by tendering to Qwave's fully financed offer. The offer provides shareholders with certain liquidity and represents a premium of 33.3 per cent over the closing price of the IOU common shares on June 12, 2015, and 28.7 per cent to IOU's 20-day volume-weighted average price on the TSX Venture Exchange.

IOU shareholders now face a clear choice -- select the significant value provided by Qwave's offer or face more of the same from IOU Financial and its board.

  • Insiders first: The IOU board and management have repeatedly put the interests of IOU insiders above common shareholders. IOU transactions have allowed board members and insiders to maintain their dominant interest in IOU, purchase shares for below-market value, and conduct IOU business with related parties that benefit the privately owned entities while IOU continues to lose money.
  • Related parties benefit: IOU recently completed a private-placement financing at 40 cents a share, a 19-per-cent discount to the closing price of IOU shares on June 19, 2015, and a 20-per-cent discount to Qwave's offer. Parties related to IOU management subscribed to approximately 17 per cent of the offering at the discounted offer price. These related party transactions raise serious questions about the board's commitment to IOU shareholders.
  • Value destruction: Prior to Qwave announcing its offer on June 12, IOU common shares had lost approximately 36 per cent of their value over the preceding 12 months.
  • Financing deficit: The company has been unable to raise the money it so clearly needs at a fair price for IOU and its shareholders. On June 19, 2015, IOU announced that it completed a private placement financing for $3.1-million, which was less than half the $7-million initially sought by IOU in February, 2015, and the final 40-cent share price represented a 19-per-cent discount to the closing price of IOU shares on June 19, 2015.
  • Underperformance: Due to the company's inability to raise sufficient capital at a fair price, IOU's growth has languished and its ability to compete is suffering. If this trend continues, IOU's survival will be at risk.
  • Stagnation: The IOU share price will likely drop to preoffer levels if the offer is not accepted.

The IOU board has entrenched itself at the expense of company performance, competitiveness and growth. IOU shareholders deserve far better.

The Qwave offer presents an opportunity for the remaining shareholders of IOU to partner with an experienced technology investor focused on realizing the potential of IOU. If Qwave completes its offer, it intends to ensure that the IOU board of directors is singularly focused on creating value for shareholders and possesses the skills, knowledge and expertise necessary to increase market share and grow the company -- profitably.

Tender your shares to the Qwave offer today

If you have any questions regarding Qwave's offer and how to tender shares, please call its information agent, Laurel Hill Advisory Group, which can be contacted at 1-877-452-7184 toll-free in North America or at 416-304-0211 outside of North America, or by e-mail at assistance@laurelhill.com.

The full details of the offer are set out in the takeover bid circular and related documents that were filed by Qwave with the Canadian provincial securities regulators and are available for review on Qwave's website and on SEDAR under IOU's profile.

Visit the Qwave offer website for the latest offer information and to sign up for e-mail updates.

On Qwave's offer website, you will find the most up-to-date information on Qwave's offer and links to its press releases and regulatory filings. Through the website, Qwave encourages you to sign up to receive e-mailed updates and important information on the offering over the next two months.

Qwave encourages securityholders of IOU to read the full details of the offer set forth in the circular, which contains the full terms and conditions of the offer and other important information, as well as detailed instructions on how IOU shareholders can tender their IOU shares to the offer.

We seek Safe Harbor.

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