2073832 Ontario Inc.

September 14, 2005 19:30 ET

2073832 Ontario Inc. Announces Acquisition Of Its BCS Global Networks Inc

MISSISSAUGA, ONTARIO--(CCNMatthews - Sept. 14, 2005) - 2073832 Ontario Inc. (the "Offeror") announces that all of the 38,887,990 Common Shares of BCS Global Networks Inc ("BCS") (TSX VENTURE:BGN) and all of the 2,291,458 warrants of BCS that were validly deposited to offer (the "Offer") dated June 27, 2005, as extended, to acquire all of the issued Common Shares of BCS and certain Warrants of BCS have now been taken-up and payment therefore has been made.

As a result of taking-up and paying for the deposited shares and warrants, the Offeror holds 38,887,900 Common Shares of BCS or approximately 92.2% of the issued and outstanding Common Shares of BCS, 100% of the 888,000 warrants issued by BCS on July 30, 2004 that are exercisable a price of $0.10 per warrant (the "July 2004 Warrants") and 100% of the 1,403,458 warrants issued by BCS on November 5, 2004 that are exercisable a price of $0.10 per warrant (the "November 2004 Warrants").

In the event that all of the Warrants acquired by the Offeror are exercised, the Offeror would hold approximately an additional 0.04% of the issued and outstanding Common Shares of BCS. After giving effect to the acquisition of 38,887,990 Common Shares and in the event that the Offeror exercises the 2,291,458 Warrants that it also acquired, the Offeror would hold 41,179,448 Common Shares or approximately 92.6% of the issued and outstanding Common Shares.

The Offeror paid cash consideration of $0.20 for each Common Share of BCS, for aggregate cash consideration of approximately $7,777,598, cash consideration of $0.08 per July 2004 Warrant for aggregate cash consideration of $71,040 and cash consideration of $0.10 per November 2004 Warrant for aggregate cash consideration of approximately 140,345.80.

The purpose of the offer was to enable the Offeror to acquire (i) all of the issued and outstanding Common Shares of BCS, July 2004 Warrants and November 2004 Warrants not already owned by the Offeror and its affiliates, in each case pursuant to the Offer. The Offeror currently intends to acquire, pursuant to the provisions of Section 300 of the Business Corporations Act (British Columbia), the remainder of the Common Shares held by each holder of Common Shares who did not accept the Offer, on the same terms, including price, as the Common Shares that were acquired under the Offer (the "Compulsory Acquisition"). However, if the Offeror elects not to proceed with the Compulsory Acquisition or it is not available to it, the Offeror intends to cause a meeting of shareholders to be called to consider an amalgamation, statutory arrangement, merger or other combination involving BCS and the Offeror or another affiliate of the Offeror (a "Subsequent Acquisition Transaction") pursuant to which either or both of the Offeror or a successor corporation would acquire all Common Shares not tendered to the Offer at the same price per share as in the Offer for the Common Shares. If permitted by applicable law, subsequent to the completion of any Compulsory Acquisition or Subsequent Acquisition Transaction, the Offeror will apply to the TSX Venture Exchange (the "TSXV") to de-list the Common Shares from trading on such exchange and will apply to the relevant securities regulatory authorities in Canada for orders declaring that BCS is not longer a "reporting issuer" for purposes of the relevant Canadian securities legislation.


The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • 2073832 Ontario Inc.
    Allen Preece
    President
    (647) 722-8515
    2100-40 King Street West
    Toronto, Ontario M5H 3C2