0962675 BC Ltd.

February 19, 2013 09:11 ET

0962675 BC Ltd. Announces $0.50 Bid for OneMove Technologies Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 18, 2013) - 0962675 BC Ltd. (The Company) a privately owned company, today announced its intention to present a take-over offer to OneMove Technologies Inc. (TSX VENTURE:OM), of $0.50 per common share to the shareholders of OneMove Technologies Inc. (OM).

The Company's proposed bid is 18% higher than the only other suitor Plantro Ltd. (PL) a wholly owned subsidiary of 0955662 B.C. Ltd. PL's offer contains a self imposed deadline of February 21, 2013. PL states that they have a "lock up agreement" with a majority of the larger shareholders of OM that can be viewed at www.sedar.com which may provide PL their desired minimum 66 2/3% control of OM. It is in fact, only a "soft lock up agreement" that has no effect with the acceptance of a superior bid. The Company's offer may potentially accommodate a portion of shareholders to exchange their shares in OM in lieu of cash.

A superior bid releases all shareholders who previously signed the soft lock up agreement to choose, at their sole discretion, how they wish to proceed. This extends to certain key shareholders that have or are in the process of tendering their shares to be held pending the outcome of PL's offer.

The Company's offer is subject to, but not limited to the following conditions:

  1. The Company being able to acquire a minimum of 66 2/3% of the issued and outstanding shares of OM.
  1. The Company proposes to issue its formal bid within the time frame outlined in the PL offer, provided it can complete the necessary due diligence and preparation of the required regulatory documentation acceptable to the TSX Venture Exchange; whose approval will be sought, which may require an extension.
  1. The offer is an all cash offer and the Company has the resources to make such an offer.
  1. The Company requests the private placement financing announced on Thursday December 6th at $0.2625 and closed on Monday December 10th for 1.8 million units to be cancelled. It was subscribed for by corporations controlled by then Chairman Matthew Proud's father and brother. The price of this financing was at the lowest price ever in the history of OneMove, and announced closed by the OM 4 days prior to the formal PL takeover bid at $0.425.

The Company believes that its offer more accurately reflects the underlying value of OM and is superior for the following reasons:

  1. The Company's offer is 18% higher than the PL offer.
  1. Selling your shares to the Company will virtually remove any uncertainty of the OneMove's longevity as Western Canada's largest and fastest growing online network of conveyancing professional of its kind.
  1. The Company brings the necessary resources to OM to further its business plan of expansion and profitability. The Company notes that normalized earnings reports reveal that OM produced its best financial results in its history during Q4 of 2012 and Q1 of 2013. In addition, OneMove's newly released Projects Module, designed for large volume new construction projects, will increase revenue growth which justifies a higher share price than is currently offered by PL. All one has to do is normalize earnings by removing items characterized as "restructuring costs", "legal fees", "travel" and "severance" to understand the Company's view that OM should be seen as positive EBITDA for its fiscal year ended June 30, 2012 and Q1 September 30, 2012.

About 0962675 BC Ltd.:

The Company is a private company incorporated under the laws of British Colombia and its sole shareholder is Raymond Szeto.

Forward Looking Statements

This press release contains certain "forward looking statements." These statements relate to future events or future performance and reflect expectations and belief regarding growth, results of operations, performance, business prospects, opportunities or industry performance and trends. These forward looking statements reflect current internal projections, expectations or beliefs and are based on information currently available. A number of factors could cause actual events or results to differ materially from the results discussed in the forward looking statements. Although it is believed that the forward looking statements contained in this press release are based upon reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward looking statements. These forward looking statements are made as of the date of this press release, and 0962675 BC Ltd. assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws.

Neither TSX Venture Exchange nor its 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 release.

Contact Information