Vancouver, British Columbia – February 1, 2017 – Apivio Systems Inc. (“Apivio” or the “Company”) (TSXV: APV) announces that the Board of Directors of Apivio, on the recommendation of the Special Committee, recommended today that shareholders REJECT the unsolicited offer from Nuri Telecom Company Limited (“Nuri”), through 1101324 B.C. Ltd., a wholly owned subsidiary of Nuri, to purchase all of the outstanding common shares of Apivio at a price of CAD$0.40 per share, payable in cash (the “Nuri Offer”). The Board has unanimously concluded that the Nuri Offer significantly undervalues Apivio and is not in the best interests of Apivio or its shareholders.
“The Nuri Offer does not represent full and fair value for Apivio,” said Jason Donville, Chair of Apivio’s Special Committee. “The Nuri Offer is opportunistic and takes advantage of the current share price without compensating shareholders for the strength of Apivio’s future product pipeline, with several new products scheduled for launch in 2017. The bid price of $0.40 per share represents a 14% discount to the 52 week high, and is significantly below the average valuation multiple of similar transactions. The Company is now undertaking a process to identify more attractive strategic alternatives to the Nuri Offer, to maximize shareholder value.”
The basis for the Board’s recommendation is contained in an Apivio Director’s Circular which is available on the Apivio website at www.apivio.com and at www.sedar.com, and which will be mailed to shareholders today. The Apivio Directors’ Circular also provides a complete background to the Nuri Offer, a history of Apivio’s evolution since it went public as well as an update on Apivio’s recent business and product development efforts that are expected to generate significant value for shareholders in the years ahead.
Apivio urges shareholders to carefully review the Directors’ Circular and cover letter. Apivio also urges shareholders to NOT TENDER their shares until receiving further communication from the Board, as the Nuri Offer is open for acceptance until May 2, 2017, unless withdrawn, accelerated or extended in accordance with its terms.
Shareholders with questions are encouraged to call D.F. King in North America toll-free at 1-800-845-1507 (outside North America 1-201-806-7301) or via e-mail at firstname.lastname@example.org.
About Apivio Systems
Apivio Systems Inc. is a Canadian technology company principally engaged in the design, development, marketing, and sale of communications equipment and software. It has a wholly-owned Korean subsidiary with an established track record of supplying VoIP telephone equipment and other products to major Korean and international telecommunications carriers.
Apivio shares trade on the TSX Venture Exchange under the symbol “APV”. Electronic copies of our financial statements, press releases, and other public information are available on our website at www.apivio.com.
This press release has been prepared by Apivio Systems Inc. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
President and Chief Executive Officer
Apivio Systems Inc.
Virtus Advisory Group Inc.
Except for the historical and present factual information contained herein, the matters set forth in this news release, including words such as “expects”, “projects”, “plans” and similar expressions, are forward-looking information that represents management of Apivio’s internal projections, expectations or beliefs concerning, among other things, future operating results and various components thereof, the economic performance of Apivio, information relating to conducting a strategic alternative process, mailing of the Directors’ Circular, and Apivio’s prospects for growth and shareholder value creation. The projections, estimates and beliefs contained in such forward looking statements necessarily involve known and unknown risks and uncertainties, which may cause Apivio’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those described in Apivio’s filings with the Canadian securities authorities. Accordingly, holders of Apivio shares and potential investors are cautioned that events or circumstances could cause results to differ materially from those predicted.