Blue Vista Technologies Inc.

November 02, 2007 10:05 ET

Blue Vista Announces Reverse Take-Over With TAG Industries

TORONTO, ONTARIO--(Marketwire - Nov. 2, 2007) -


BLUE VISTA TECHNOLOGIES INC. (the "Company") (TSX VENTURE:BV) is pleased to announce that it has entered into an arm's length letter agreement dated October 23, 2007 with TAG Industries, Inc. ("TAG"), a private company incorporated under the laws of Florida, pursuant to which the Company and TAG have agreed to complete a reverse take-over transaction. Pursuant to the transaction, the Company will acquire all of the shares of TAG, in consideration for which it will issue between 35,000,000 and 40,000,000 common shares to the shareholders of TAG (including the investors under the private placement described below) at an ascribed value of $0.10 per share (the "Transaction"). The current shareholders of TAG are Thomas J. Irvine (40% ownership), the President and Chief Executive Officer of TAG, Lisa Neidermeyer (20% ownership) and Manchester Consolidated Corp. (40% ownership), a merchant banking and investment firm which is beneficially owned by Anthony M. Pallante, its Chairman and Chief Executive Officer. Upon conclusion, the Transaction will constitute a reverse take-over of the Company by TAG's shareholders.

TAG was created in 2005 to acquire the rights to a comprehensive line of innovative energy saving environmentally friendly lighting products for both the retail and industrial/commercial markets. Over the last five years, there has been increased awareness and importance of energy saving natural lighting solutions that help consumers save money, help the environment and help address a growing need for better lighting. In addition, TAG has acquired proprietary trademarks, Clear-Lite™, pur-lite™ and Clear Color Technology™, which emphasize the importance of high quality energy efficient lighting. TAG is in the process of commencing operations and has established strategic relationships with major global manufacturers and an extensive sales channel to deliver its lighting products. TAG has established a head and sales office in Parkland, Florida and a sales office in Newport Beach, California and plans to open an office in Ontario. TAG also intends to distribute its lighting products through an established network of fulfillment distribution partners who have the existing logistics structure to provide cost effective and timely distribution. TAG is currently seeking customers and expects to commence filling orders within the next 3 to 4 months. Since TAG is in the process of commencing operations, it does not have any material financial information. TAG has not earned any revenue to date and as of September 30, 2007 (unaudited) it had assets of $100,000, comprised of intangible assets acquired at a cost base of $100,000, and no liabilities.

In connection with the Transaction, TAG will complete an arm's length, non-brokered private placement financing of a minimum of 10,000,000 and a maximum of 15,000,000 subscription receipts at a price of $0.10 per subscription receipt for net proceeds of between $1,000,000 and $1,500,000. Each subscription receipt will be exercisable, for no additional consideration, to acquire one unit of TAG consisting of one common share and one common share purchase warrant of TAG. Each warrant will entitle the holder to acquire one common share at an exercise price of $0.15 per share for a period of two years from the issuance of the subscription receipts. On closing of the financing, $300,000 of the gross proceeds from the financing will be released to TAG for working capital purposes. The balance of the proceeds from the financing (the "Escrowed Proceeds") will be held in escrow pending completion of the Transaction.

Upon completion of the Transaction on or before March 31, 2008, the subscription receipts will be automatically exercised to acquire the units of TAG and the Escrowed Proceeds will be released to TAG. Pursuant to the Transaction, each unit will be exchanged for a unit of the Company having the same terms. If the Transaction has not been completed on or before March 31, 2008, then, unless such date is extended by TAG and the Company, the subscription receipts will be automatically retracted to require TAG to repurchase the subscription receipts from the Escrowed Proceeds. In the event that the Escrowed Proceeds are not sufficient to satisfy the aggregate retraction price for all of the subscription receipts, such maximum number of subscription receipts as may be purchased from the Escrowed Proceeds will be purchased from the holders of the subscription receipts on a pro rata basis and the balance will be automatically exercised to acquire the applicable number of units of TAG.

The net proceeds of the private placement will be used to fund the ongoing development of TAG's business. The Transaction is conditional on TAG raising at least $1,000,000 under the private placement.

In connection with the Transaction, the Company will issue up to 500,000 common shares at an ascribed value of $0.10 per share and pay up to $250,000 in cash to its creditors in full satisfaction of all existing debts of the Company.

In addition, the Company will sell the underlying technology related to its current Plasma Gasification system. The Company is currently in the process of attempting to sell this technology but a transaction and terms and conditions pursuant to which these assets may be sold remain to be determined. TAG has agreed to enter into a consulting agreement with Wayne Maddever, the current President, Chief Executive Officer and a director of the Company, and Alex Falconer, the current Chief Financial Officer and a director, upon closing of the Transaction for their services with respect to the sale of these assets.

Following completion of the Transaction, the private placement and the shares for debt issuance (and assuming the maximum private placement), the Company will have a total of 44,147,001 common shares issued and outstanding, as well as 15,000,000 warrants. Current shareholders of the Company will own 3,627,001 shares (8.2%), 25,000,000 shares (56.6%) will be owned by TAG, 500,000 shares (1.1%) will be owned by debtholders and 15,000,000 shares (33.9%) will be owned by subscribers to the private placement.

In connection with the completion of the transaction, the Board of Directors of the Company will be reconstituted. Wayne Maddever, the current President, Chief Executive Officer and a director of the Company, will remain as a director of the Company. Brian Clewes has resigned effective immediately as a director of the Company and Alex Falconer and Christopher Irwin will resign as directors, and they will be replaced by Thomas J. Irvine, William Smith and Murray Wright. TAG also anticipates additional appointments to the reconstituted Board of Directors.

Thomas J. Irvine, is President and Chief Executive Officer of TAG, which he co-founded in 2005. Prior to this he was the President and Chief Executive Officer of Reusable Technologies, Inc., which he also co-founded. He has over 35 years experience in retail and commercial sales and marketing organizations, spending over 25 of those years with Fine Sales Corp. (a leading sales agency for SHARP Electronics), where he was the Executive Vice President and co-owner. In addition, Mr. Irvine has also served as Regional Sales Manager of Electronics for SONY Corp. and General Manager of a leading electronics importer. He helped develop Clear Color Technology™, Clear-Lite™, Clear-Lite Technology™ and other trademarks and designs. He also helped successfully create and license packaging designs and marketing strategies for the Honeywell Brand of Lighting.

William Smith is Chief Financial Officer of Manchester Consolidated Corp. and has over 15 years of mergers and acquisitions and financing experience. Mr. Smith has raised in excess of $1 billion in debt and equity financings. Previously Mr. Smith was Vice President, Taxation, Investor Relations and Treasurer of Cott Corporation, the world's largest private label manufacturer of soft drinks and a publicly traded company in both Canada and the United States. He carried out a wide range of responsibilities which included mergers and acquisitions activity, financings, international tax structuring, cash management worldwide (Cott operated in over 10 countries) and analyst presentations for Wall Street. Prior to Cott, Mr. Smith was Treasurer of Molson Breweries responsible for all financing, cash management, leasing and foreign exchange, amongst other senior financial responsibilities. Mr. Smith is a Chartered Accountant and graduated with honors from the University of Waterloo, Canada with a Bachelor of Mathematics degree in 1987.

Murray Wright is Senior Vice President, U.S. Sales for Tech Data. Mr. Wright has more than 25 years experience in the IT industry including senior executive positions with leading manufacturers and a broadline distributor. Most recently, he was president and general manager for Lenovo Canada, where he was responsible for the PC company's sales, marketing and channel strategies. Prior to Lenovo, he was general manager for distributor Ingram Micro Canada. He spent seven years with the distributor, joining as vice president of sales and leading numerous initiatives to strengthen the company's operations, customer relations and financial performance. Mr. Wright was previously general manager of Sharp Electronics of Canada Ltd., vice president of Triathlon Leasing Inc. and held several sales management positions with Xerox Canada Inc.

The completion of the Transaction is subject to the approval of the TSX Venture Exchange and all other necessary regulatory approvals, as well as the approval of the Company's shareholders. The completion of the Transaction is also subject to additional conditions precedent, including the execution of a definitive agreement.

TAG and the Company, as well as their respective officers, directors, shareholders and affiliates, are unrelated and the proposed Transaction is an arm's length transaction.

Sponsorship of a reverse take-over transaction of TSX Venture Exchange listed issuer is required by the Exchange unless exempt in accordance with Exchange policies. The Company and TAG anticipate that sponsorship of the Transaction will be required by the Exchange and will retain a sponsor for this purpose in accordance with Exchange policies unless an exemption is available.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular of the Company to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

Shares Outstanding: 3,627,001

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Plasma Environmental Technologies Inc.
    Alex Falconer
    (905) 332-9693
    (905) 332-0702 (FAX)