Acme Capital Corporation
TSX VENTURE : AMN.P

August 31, 2012 11:29 ET

Acme Capital Corporation Announces Further Details Concerning Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Aug. 31, 2012) - Acme Capital Corporation (TSX VENTURE:AMN.P) ("Acme") is pleased to announce further details concerning its proposed qualifying transaction involving a business combination with Pivot Acquisition Corp. ("Pivot"), a leading North American IT Multi Vendor Solutions Provider ("MVSP").

Acme and Pivot entered into a letter agreement dated July 27, 2012 (the "Letter Agreement"), pursuant to which Acme and Pivot intend to complete a business combination by way of a three-corner amalgamation among Pivot and a new subsidiary of Acme to be incorporated (the "Amalgamation"), as well as a brokered private placement of subscription receipts of Pivot (the "Pivot Private Placement"). Prior to the completion of the Amalgamation, Acme will complete a name change (the "Name Change") and a consolidation (the "Consolidation") of its outstanding common shares (the "Acme Common Shares") on a basis to be determined by the offering price of the Pivot Private Placement (the "Offering Price"). Acme after completion of the Consolidation and the Name Change, as well as the Amalgamation, is referred to as the "Resulting Issuer".

Pursuant to the Amalgamation, it is contemplated that each issued and outstanding common share of Pivot (the "Pivot Common Shares") will be exchanged for one common share of the Resulting Issuer (the "Resulting Issuer Common Shares") with a deemed value per share of the Offering Price.

It is intended that the Amalgamation, when completed, will constitute the qualifying transaction of Acme pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSXV") Corporate Finance Manual. The Amalgamation is subject to the policies of the TSXV relating to qualifying transactions.

The Amalgamation is not subject to shareholder approval by Acme's shareholders. The Consolidation and Name Change of Acme are, however, subject to regulatory approval as well as approval by holders of two-thirds (66 2/3%) of the Acme Common Shares. The Amalgamation is subject to approval by the holders of Pivot Common Shares. A filing statement (the "Filing Statement") of Acme containing further details with respect to the Amalgamation will be prepared and filed by Acme on SEDAR at www.sedar.com.

About Pivot

Pivot was incorporated under the Business Corporations Act (Ontario) ("OBCA") on September 8, 2010. The head and registered office of Pivot is located in Toronto, Ontario.

Pivot was founded by John Sculley, Shane Maine and Gord McMillan, with the strategy of creating the leading North American IT MVSP.

Together with its subsidiaries, Pivot's mission is to identify, acquire and integrate companies in the IT solutions sector. The business strategy emphasizes offering-agnostic, multi-vendor sourcing and implementation solutions of its acquired companies to support, plan and provide for the IT needs of customers through independent and innovative solutions. These Pivot solutions are predominantly focused on the following technology verticals: data centre, storage and virtualization.

To date, Pivot has acquired four businesses in the U.S. in the MVSP space with a goal to create immediate sales capabilities and geographic presence. Pivot first acquired Applied Computer Solutions, a Delaware company, in December 2010, which helped to expand network integration and data centre capabilities. Pivot acquired New ProSys Corp., a Delaware company, in January 2011, extending its IT infrastructure, and the analysis, planning, design, procurement, installation and consultation business of Austin Ribbon and Computer Supplies, Inc. through an indirectly wholly-owned Delaware subsidiary in August 2011, which helped to diversify Pivot's client mix and expand into the government and education sector. Most recently, Pivot acquired Sigma Technology Solutions, Inc., a Delaware company, in July 2012, which increased data centre capabilities and expanded the company's footprint.

Led by a seasoned management team, Pivot has grown to become one of the largest independent MVSPs in North America. Pivot's competitive business model, blue chip client base, and broad service offering positions the company well to capitalize on numerous growth opportunities and further enhance its profitability.

A complete description of the Pivot business will be contained in the Filing Statement.

Pivot currently has 56,000,000 Pivot Common Shares issued and outstanding (consisting of 3,000,000 class A common shares, 2,000,000 class B common shares, and 51,000,000 class C non-voting common shares). Pivot has no stock options, warrants, anti-dilution or other rights to purchase Pivot Common Shares issued or outstanding, other than convertible debentures of Pivot in the aggregate principal amount of approximately $43,600,000 that will be converted into Pivot Common Shares at a price equal to 50% of the Offering Price in connection with the completion of the Amalgamation (the "Pivot Debentures") and options to purchase Pivot Common Shares in an amount and at exercise prices to be finalized prior to the completion of the Amalgamation ("Pivot Options").

Summary Financial Information for Pivot

Based on audited consolidated financial statements for the year ended December 31, 2011, expressed in thousands of U.S. dollars, Pivot had revenue of $1,131,124, operating expenses of $1,150,525, and net loss of $19,805. In addition, as at December 31, 2011, Pivot had a working capital deficiency of $47,757, assets of $331,902 and liabilities of $355,500.

Based on unaudited consolidated management prepared financial statements for the three-month period ended March 31, 2012, expressed in thousands of U.S. dollars, Pivot had revenue of $278,733, operating expenses of $282,007, and net loss of $3,274. In addition, as at March 31, 2012, Pivot had working capital deficiency of $43,042, assets of $375,899, and liabilities of $402,771.

Pivot Acquisition Corp.
Selected Financial Information
(unaudited)
(in thousands of U.S. dollars)
Three months ended Year ended
March 31, 2012 December 31, 2011
Revenues 278,733 1,131,124
Cost of sales 250,923 1,021,201
Selling and administrative 20,702 76,742
271,625 1,097,943
Divisional profit 7,108 33,181
Depreciation and amortization 2,419 9,693
Transaction costs - 18,401
Interest expense 2,422 8,894
Change in fair value of liabilities 5,198 13,078
Other expense 343 2,516
Loss before income taxes (3,274 ) (19,401 )

Selected financial information is derived from the unaudited consolidated management prepared financial statements for the three months ended March 31, 2012 and the audited consolidated financial statements for the year ended December 31, 2011.

About Acme

Acme is a capital pool company that completed its initial public offering in June 2011 and the Acme Common Shares are listed for trading on the TSXV under the stock symbol AMN.P. Acme currently has outstanding 8,000,000 Acme Common Shares and stock options to acquire 800,000 Acme Common Shares at a price of $0.10 per Acme Common Share and agent's options to purchase 200,000 Acme Common Shares at a price of $0.10 per Acme Common Share.

Pivot Private Placement

In conjunction with, or prior to the closing of, the Amalgamation, Pivot intends to complete the Pivot Private Placement at an offering price to be determined in the context of the market. Pivot has retained BMO Capital Markets ("BMO") on a best efforts agency basis to act as lead agent on the Pivot Private Placement. It is contemplated that the subscription receipts issued pursuant to the Pivot Private Placement (the "Subscription Receipts") will ultimately be convertible or exchangeable into freely tradeable Resulting Issuer Common Shares.

Pivot intends to use the net proceeds of the Pivot Private Placement for future acquisitions, debt reduction, general corporate purposes, working capital and payment of transaction costs to complete the Amalgamation.

Summary of the Proposed Amalgamation

Pursuant to the arm's length Letter Agreement, and subject to the terms and conditions thereof, Acme and Pivot have agreed to complete the Consolidation, Name Change and Amalgamation.

Pursuant to the terms of the Amalgamation, it is contemplated that:

  1. Pivot will amalgamate with a wholly-owned subsidiary of Acme ("Acme Subco") pursuant to a three-cornered amalgamation to be effected under the OBCA to continue as a new subsidiary of Acme ("Amalco");
  2. each of the Pivot Common Shares issued and outstanding immediately prior to the Amalgamation (including Pivot Common Shares issued upon conversion of the Pivot Debentures and the Subscription Receipts) will be cancelled and the holders thereof will receive one fully paid and non-assessable Resulting Issuer Common Share for each Pivot Common Share; and
  3. each issued and outstanding common share of Acme Subco immediately prior to the Amalgamation becoming effective will be exchanged for one new common share of Amalco.

Following completion of the Amalgamation, Amalco will be a wholly-owned subsidiary of the Resulting Issuer and the Resulting Issuer will carry on Pivot's business. The proposed new name of the Resulting Issuer will be announced in a subsequent press release, and remains subject to applicable regulatory and shareholder approval. All outstanding Pivot Options (and all other outstanding convertible securities of Pivot, including compensation options granted to agents in connection with the issuance of the Pivot Debentures), Acme Stock Options and Acme Agent's Options will remain exercisable into Resulting Issuer Common Shares in accordance with their terms.

Summary of Proposed Directors and Officers of Resulting Issuer

The Board of Directors of Acme will be replaced to consist of seven (7) directors, all to be nominees of Pivot. After the closing of the Amalgamation, the officers of the Resulting Issuer will be appointed by the Board of Directors of the Resulting Issuer.

The biographies of each of the proposed officers and directors of the Resulting Issuer upon completion of the Amalgamation are detailed below:

Gregory Gallagher, Age 41, CEO and Director (Castle Pines, Colorado): Mr. Gallagher has been CEO of Pivot since June, 2012. Mr. Gallagher was previously managing director at Wells Fargo Capital Finance from July, 2011 to May, 2012 and lawyer and senior vice president at Castle Pines Capital from March, 2007 to July, 2011. Mr. Gallagher is a lawyer licensed in the State of Illinois by the Supreme Court of Illinois. He holds a Juris Doctor from the University of North Carolina Law School and a Bachelor of Science - Civil Engineering degree from the University of Notre Dame.

Warren Barnes, Age 52, CFO (San Diego, California): Mr. Barnes has been CFO of Pivot since July, 2012. He has been the CFO for ACS (US), Inc. since September, 2006. Mr. Barnes received a Master of Business Administration from Pepperdine University and a Bachelor of Science degree from California State University.

David Miller, Age 44, Chief Operating Officer (San Antonio, Texas): Mr. Miller has been the Chief Operating Officer of Pivot since July, 2012 and has also acted as CEO for Sigma Technology Solutions, Inc. since November, 2010. Previously, Mr. Miller was senior vice president at Alcatel-Lucent from January, 2004 to June, 2009.

Michael Flinn, Age 63, Corporate Secretary and Chief Commercial Officer (Pittsburgh, Pennsylvania): Mr. Flinn is the proposed Secretary for the Resulting Issuer. Mr. Flinn has been a shareholder of Buchanan, Ingersoll & Rooney, PC since January, 1981. He holds a Bachelor of Arts degree from the University of Notre Dame and a Doctor of Laws degree from the University of Pittsburgh. Mr. Flinn is an attorney licensed in the state of Pennsylvania by the Pennsylvania Supreme Court.

John Anderson, Age 66, Director (Toronto, Ontario): Mr. Anderson is a proposed director of the Resulting Issuer. He has been CFO at TriNorth Capital Inc., a company trading on the TSXV, since December, 2009 and CFO at LPBP Inc., an unlisted reporting issuer, since May, 2004. Mr. Anderson was CFO at Impax Energy Services, which trades on the Toronto Stock Exchange ("TSX"), from May, 2006 to May, 2009. Mr. Anderson has also served as director for Neulion, Inc. a company trading on the TSX, since April, 2008, Market Resources Corp., a company trading on the TSX, since December, 2011 and CMDF Canadian Medical Discoveries Fund Inc., a company trading on the TSX, from January, 2006 to May, 2009. He is a chartered accountant regulated by the Canadian Institute of Chartered Accountants and holds a ICD.D designation from the Institute of Corporate Directors. Mr. Anderson holds a Bachelor of Arts degree from the University of Toronto.

David Beck, Age 48, Director (Toronto, Ontario): Mr. Beck has been a director of Pivot since November, 2010. Mr. Beck has served as the managing director and head of TTM investment banking at NCP Northland Capital Partners Inc. since January, 2010. Previously, he was a trader at GMP Securities L.P. from October, 2009 to July, 2010 and was employed by RBC Dominion Securities Inc. from July, 1999 to November, 2008. Mr. Beck holds a Master of Business Administration degree from the Richard Ivey School of Business and a Bachelor of Applied Science (Engineering Physics) from Queen's University.

Shane Maine, Age 44, Director (Windsor, West Berkshire, United Kingdom): Mr. Maine has been a managing partner of Pivot since November, 2010 and a director since September, 2010. Mr. Maine has also acted as a director and managing partner of InflexionPoint Acquisition Holdings since April, 2011. Prior, he was a managing partner for SCF Capital/Activation Capital from June, 2005 to September, 2010. Mr. Maine obtained a Bachelor of Arts degree from Queen's University.

Morton Meyerson, Age 74, Director (Dallas, Texas): Mr. Meyerson has been a director of Pivot since November, 2011. He has acted as Chairman and CEO of 2M Companies since March, 1989. He has also served as a director of Ensco International, a company listed on the New York Stock Exchange, from September, 1987 to May, 2008. Mr. Meyerson holds a Bachelor of Arts degree from the University of Texas.

Stephen Moore, Age 58, Director (Toronto, Ontario): Mr. Moore has been a director of Pivot since October, 2011. Mr. Moore has been the managing director at Newhaven Asset Management Inc. since January, 2006. He has also served as trustee for Advantaged Preferred Shared Trust, a trust listed on the TSX, since May, 2006. Previously, Mr. Moore has been a trustee for Impax Energy Services Income Trust, a trust listed on the TSX, from June, 2006 to January, 2010, a director for Tailwind Financial Inc., a company traded on the American Stock Exchange, from April, 2007 to April, 2009 and a trustee for CI Financial Income Fund, a fund traded on the TSX from June, 2007 to February, 2009. Mr. Moore holds Masters of Business Administration and Bachelor of Arts degrees from Queen's University.

John Sculley, Age 73, Director (Palm Beach, Florida): Mr. Sculley has been a director of Pivot since November, 2011. He has invested privately since September, 2010. Prior, Mr. Sculley was Venture Partner at Rho Capital Partners from June, 2004 to September, 2010 and an investor for Sculley Brothers from 1990 to 2004. Mr. Sculley holds a Masters of Business Administration degree from The Wharton School of the University of Pennsylvania and a Bachelor of Arts degree from Brown University.

Other Matters Concerning the Amalgamation

The completion of the Consolidation, Name Change and Amalgamation are subject to the approval of the TSXV and all other necessary regulatory approvals. The completion of the Amalgamation is also subject to additional conditions precedent, including completion of the Pivot Private Placement, shareholder approval of Pivot, satisfactory completion of due diligence by both parties, board approval of each of Acme and Pivot for the Amalgamation, the continuance of Acme from the Business Corporations Act (Alberta) to the OBCA and certain other usual conditions.

The Amalgamation will be an arm's length transaction as none of the directors, officers or insiders of Acme own any interest in Pivot.

Acme also announces it has reserved additional Acme Common Shares in order to grant stock options to purchase up to 10% of the issued and outstanding Resulting Issuer Common Shares pursuant to the stock option plan of Acme, subject to TSXV and shareholder approval, at the Offering Price, upon completion of the Amalgamation.

If sponsorship is required in connection with the Amalgamation, Acme intends to retain BMO to act as sponsor. An agreement to sponsor should not be construed as any assurance with respect to the merits, or likelihood of completion, of the Amalgamation.

Trading of the Acme Common Shares will not resume until all steps referenced in the TSXV Policy 2.4 have been completed. Acme will issue a further news release advising when trading of the Acme Common Shares will resume.

As indicated above, completion of the Amalgamation is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval. The Amalgamation cannot close until the required shareholder approval is obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all.

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

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Acme nor Pivot will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Acme.

The securities of Pivot being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for the sale of securities in the United States.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the proposed transaction and or approved or disapproved the contents of this press release.

Contact Information

  • Acme Capital Corporation
    Al Kroontje
    President, Chief Executive Officer,
    Chief Financial Officer and director
    (403) 539-4447