Calgary, Alberta–(Newsfile Corp. – May 1, 2019) – Divestco Inc. (TSXV: DVT.H) (“Divestco” or the “Company“) is pleased to announce that, in connection with its creditor protection proceedings under the Companies’ Creditors Arrangement Act (the “CCAA“) and previously announced sales solicitation process (the “SSP“) that commenced marketing on April 1, 2019 and officially closed effective as of 12:00 p.m. MDT today, 2179602 Alberta Ltd. (the “Proposed Purchaser“) has emerged as the “Successful Bidder”.
On March 4, 2019, Divestco announced that it had obtained creditor protection under the CCAA pursuant to an initial order granted by the Court of Queen’s Bench Alberta (the “Court“). On March 19, 2019, the Company announced it had entered into a definitive asset purchase and sale agreement with the Proposed Purchaser to sell all or substantially all of Divestco’s assets to the Proposed Purchaser (the “Acquisition Agreement“) for an estimated purchase price of approximately $15.2 million. At the time, the Proposed Purchaser was considered the “stalking horse” bidder and the transaction contemplated by the Acquisition Agreement the “stalking horse” bid (the “Bid“).
On March 26, 2019, Divestco obtained a further Court order approving the SSP, and this process was conducted within the CCAA proceedings by Grant Thornton Corporate Finance Inc., the Company’s financial advisor, under the supervision of Grant Thornton Inc., the Court-appointed CCAA monitor (the “Monitor“). The Proposed Purchaser was the only party that submitted a bid pursuant to the SSP. Divestco now intends to appear before the Court on May 14, 2019 to seek an order approving the Bid.
Further details of the Company’s SSP and the asset purchase and sale agreement between 2179602 Alberta Ltd. and Divestco is available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (www.sedar.ca) and is also available, along with additional information respecting the CCAA proceedings, on the Monitor’s website (www.granthornton.ca/Divestco). Readers are urged to consult the full text of all of the documents available on SEDAR and the Monitor’s website for further, more detailed, information. Readers are cautioned that there is no guarantee whatsoever that the CCAA proceedings, the agreement with 2179602 Alberta Ltd. or any other form of transaction or restructuring will resolve Divestco’s financial issues or result in the realization by Divestco or Divestco’s stakeholders of any particular value.
About the Company
Divestco is an exploration services company that provides a comprehensive and integrated portfolio of data, software, and services to the oil and gas industry. Through continued commitment to align and bundle products and services to generate value for customers, Divestco is creating an unparalleled set of integrated solutions and unique benefits for the marketplace. Divestco’s breadth of data, software and services offers customers the ability to access and analyze the information required to make business decisions and to optimize their success in the upstream oil and gas industry. Divestco is headquartered in Calgary and trades on the NEX under the symbol “DVT.H”. Additional information on Divestco is available on its website at www.divestco.com and on SEDAR at www.sedar.com.
For more information please contact:
Divestco Inc. (www.divestco.com)
Mr. Stephen Popadynetz
CEO and President
Mr. Steve Sinclair-Smith
Chief Operating Officer
Neither the TSX Venture Exchange, the NEX nor the 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 news release.
Forward Looking Information
This news release contains certain information that constitutes forward-looking information under applicable securities legislation. All information other than statements of historical fact is forward-looking information. In some cases, forward-looking information can be identified by terminology such as “will”, “expect”, “plan”, “intend”, “should”, “plan”, “estimate”, “potential”, “continue”, or the negative of these terms or other comparable terminology. The forward-looking information included in this news release includes, without limitation, information concerning the Bid and the terms, timing and process associated therewith.
The forward-looking information included in this news release is based on the Court orders received by Divestco to date, current expectations, estimates, projections and assumptions, which the Company believes are reasonable but which may prove to be incorrect and therefore such forward-looking information should not be unduly relied upon. The forward-looking information provided by Divestco in this news release is based on a number of assumptions regarding, among other things that: the Bid will receive approval by the Court; the CCAA proceedings will unfold in a manner compliant with applicable law and materially consistent with precedent transactions and previous third party CCAA proceedings; all parties involved in Divestco’s CCAA process and the Bid will undertake all of their current duties in a diligent manner consistent with past practice and applicable industry and professional standards; the facts and assumptions upon which the Company determined the values set forth in the Acquisition Agreement will prove correct in all material respects going forward; the actions and potential claims of other Divestco stakeholders will be resolved in a manner consistent with Divestco’s current obligations; the Company will maintain its operations in a manner consistent with its expectations; and the Company will continue through its CCAA proceedings in a manner consistent with its current expectations.
The forward-looking information contained herein also involves a significant number of known and unknown risks, uncertainties which may cause actual results or performance to be materially different from any future results or performance expressed or implied herein. Along with the general risks faced by Divestco including issues relating to the ongoing industry and political climate in Alberta, these risks, uncertainties and other factors relating to the Company include, but are not limited to: the inherent authority and discretion of the Court may result in unforeseen changes outside of Divestco’s control to the CCAA proceedings, the Acquisition Agreement (and transactions contemplated thereby); the claims of third parties and other Divestco stakeholders may impact the CCAA proceedings, the Acquisition Agreement (and transactions contemplated thereby) or otherwise in a manner not currently contemplated or controllable by Divestco; the decisions and oversight ability and authority of the Monitor and GTCFI may impact the CCAA proceedings and related transactions (including the Bid) in a manner not currently anticipated by Divestco; the level of indebtedness of the Company, the implementation and impact of obtaining any reorganization or restructuring of the assets and changes business and financial affairs of the Company have the ability to impact the CCAA proceedings and related transactions (including the Bid); the CCAA proceedings and related transactions (including the Bid) require a certain degree of diversion of management time and attention which may impact other projects or operations of Divestco; future actions and co-operation of the creditors of the Company will impact any outcome of the CCAA proceedings and related transactions (including the Bid); the Company’s ability to generate sufficient cash-flow from operations or to obtain adequate financing on an ongoing basis to fund capital expenditures and working capital needs and to meet the Company’s ongoing obligations during the CCAA process and thereafter may be compromised by a number of industry and market risks and factors outside of Divestco’s control; the ability of the Company to maintain relationships with suppliers, customers, employees, shareholders and other third parties may be compromised in light of the Company’s current liquidity situation and the CCAA proceedings. Additional risks and uncertainties affecting the Company and its business and affairs are described in further detail in the Company’s ongoing continuous disclosure documents, including its Annual and Interim Reports, as filed under the Company’s profile on the System for Electronic Document Analysis and Retrieval.
Any forward looking information included in this news release is expressly qualified in its entirety by this cautionary statement. Any forward looking information included herein is made as of the date of this news release and the Company assumes no obligation to update or revise any forward looking information to reflect new events or circumstances, except as required by law.
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