Acceleware Corp.
TSX VENTURE : AXE

Acceleware Corp.

February 18, 2011 09:00 ET

Acceleware Corp. Announces Reorganization Transaction and Non-Dilutive Financing to Net $900,000

CALGARY, ALBERTA--(Marketwire - Feb. 18, 2011) - Acceleware Corp. ("Acceleware"), (TSX VENTURE:AXE) a leading developer of high performance computing solutions, is pleased to announce that it has entered into an arrangement agreement (the "Agreement") with an arm's length private company pursuant to which Acceleware will complete a reorganization transaction that is anticipated to net Acceleware $900,000 in non-dilutive financing (the "Proposed Transaction").

The Proposed Transaction involves a corporate restructuring of Acceleware, which will be completed pursuant to a court approved Plan of Arrangement. Acceleware will transfer all of its assets and liabilities to a new company to be incorporated under and governed by the Business Corporations Act (Alberta) ("New Acceleware") and, as a result, will no longer have access to the tax attributes of Old Acceleware. New Acceleware will conduct exactly the same business formerly conducted by Acceleware. New Acceleware will use the new financing to accelerate its product development efforts, to increase its marketing and sales presence in its target markets, and for general working capital purposes.

As part of the Plan of Arrangement that will implement the Proposed Transaction, current holders of Acceleware common shares will receive common shares of New Acceleware on a pro rata basis consistent with their relative percentage holdings of common shares of Acceleware immediately prior to giving effect to the Proposed Transaction. 

The Proposed Transaction is subject to various commercial conditions including the receipt of required regulatory approvals, which include the approval of the TSX Venture Exchange (the "Exchange") to the listing of the New Acceleware common shares on the Exchange in lieu of the current common shares of Acceleware. The Proposed Transaction is also subject to the approval of the court and of 66â…”% of the votes cast by shareholders of Acceleware at the shareholder meeting which will be called to approve the Proposed Transaction. An information circular containing a full description of the Proposed Transaction is expected to be mailed to the holders of common shares of Acceleware in late March, 2011 with the meeting expected to be held in late April, 2011. The closing of the Proposed Transaction is expected to occur in late April, 2011.

Complete details of the terms of the Plan of Arrangement that will implement the Proposed Transaction are set out in the Arrangement Agreement that will be filed by Acceleware on SEDAR at www.sedar.com.

About Acceleware

Acceleware develops and markets solutions that enable software vendors to leverage heterogeneous, multi-core processing hardware without rewriting their applications for parallel computing. This acceleration middleware allows customers to speed-up simulation and data processing algorithms, benefitting from high performance computing technologies available in the market such as multiple-core CPUs, GPUs or other acceleration hardware.

Acceleware solutions are deployed by companies worldwide such as Philips, Boston Scientific, Samsung, Kodak, General Mills, Nokia, LG, RIM, Medtronic, Hitachi, Fujifilm, FDA, Mitsubishi, Sony Ericsson, AGC, NTT DOCOMO, P-Wave Seismic and Renault to speed up product design, analyze data and make better business decisions in areas such as consumer electronics, industrial design, seismic data processing, imaging for the medical, industrial testing and security, defense, financial and academic research.

Forward Looking Information

This press release contains certain forward-looking statements and forward-looking information ("forward-looking information") within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes. In particular, this press release includes forward-looking information relating to the anticipated completion of the Proposed Transaction. Acceleware believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon.

Forward-looking information is based on various assumptions. Those assumptions are based on information currently available to Acceleware. Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties some of which are described herein. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause actual events or results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. Any forward-looking information is made as of the date hereof and, except as required by law, Acceleware assumes no obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.

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.

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