17:48:20 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Seaway Energy Services Inc (2)
Symbol SEW
Shares Issued 4,102,746
Close 2014-10-28 C$ 0.15
Market Cap C$ 615,412
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Seaway increases acquisition price for Peeppl to $4.49M

2014-10-31 18:50 ET - News Release

Mr. Kyle Stevenson reports

SEAWAY ENERGY SERVICES CLARIFIES REVISED TERMS FOR THE ACQUISITION OF PEEPPL MEDIA INC.

Seaway Energy Services Inc. announced on April 23, 2014, that it had entered into a non-binding, arm's-length letter of intent with Peeppl Media Inc. pursuant to which Seaway will acquire all of the issued and outstanding securities of Peeppl in exchange for common shares in the capital of Seaway, and Peeppl will become a wholly owned subsidiary of Seaway. As a result of the negotiation of the definitive agreement between Seaway and Peeppl, the terms of the transaction have been modified to those terms initially announced on April 23, 2014, and Seaway wishes to clarify the terms of the transaction, including adjustment of the previously announced 34-cent-per-share transaction price.

In accordance with the terms of a share exchange agreement negotiated among the parties subsequent to announcement of the LOI, prior to closing of the transaction, Seaway will have completed a one new for three old consolidation of its common share capital (as announced by news release on Aug. 27, 2014). On closing of the transaction, Seaway will purchase all of the issued and outstanding securities of Peeppl in exchange for 9,999,994 postconsolidation common shares of Seaway at a deemed price of 45 cents per share for an aggregate consideration of $4,499,997.30.

With respect to the revised transaction price and by way of clarification, trading in the common shares of Seaway was halted on April 16, 2014, on announcement by Seaway of the LOI with Peeppl. The closing price of Seaway's shares on April 16 was 34 cents. Trading resumed on Aug. 19, 2014, concurrent with the announcement by Seaway of the engagement of PI Financial Corp. as agent for a $2-million brokered financing on terms to be determined among the parties. Following resumption of trading on Aug. 19, the Seaway shares traded at 17 cents over the period Aug. 20 to 29. The 17-cent postresumption trading price as adjusted for the proposed one-for-three consolidation resulted in a price of 51 cents per share, which, less the 20-per-cent discount allowed by TSX Venture Exchange policy, equates to a price of 40.8 cents per share. The parties determined that a 45-cent financing price (being within the discounted market price allowed by the TSX Venture Exchange) is more reflective of the market price of Seaway's shares postresumption of trading and the proposed consolidation and, thus, a more feasible price for the financing on which to base the transaction.

The transaction, including the proposed consolidation and brokered financing, is subject to acceptance by the TSX Venture Exchange. In particular, the company will be required to meet the exchange's continued listing requirements upon completion of a consolidation. There is no guarantee that exchange acceptance of a consolidation will be given or that the company will meet the exchange's continued listing requirements upon completion.

We seek Safe Harbor.

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