Acme Capital Corporation

TSX VENTURE : AMN.P


March 15, 2013 18:45 ET

Acme Capital Corporation Announces Update to Its Qualifying Transaction With Pivot Acquisition Corp.

CALGARY, ALBERTA--(Marketwire - March 15, 2013) -

(NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES)

Acme Capital Corporation (the "Corporation") (TSX VENTURE:AMN.P) is pleased to announce that the TSX Venture Exchange Inc. (the "Exchange") has conditionally accepted the previously announced transaction with Pivot Acquisition Corp. ("Pivot") as the Corporation's qualifying transaction pursuant to the policies of the Exchange (the "Qualifying Transaction"). Final approval of the Exchange is subject to the Corporation fulfilling all of the requirements of the Exchange. The Corporation also announces that is has filed its filing statement in respect of the Qualifying Transaction (the "Filing Statement") on SEDAR (www.sedar.com).

Acme also announces that Pivot completed a private placement (the "Private Placement") of 4,421,625 subscription receipts at a price of $0.80 per subscription receipt for gross proceeds of $3,537,300. Each subscription receipt entitles the holder thereof to acquire one Class A common share in the capital of Pivot (each a "Pivot Share") immediately prior to the completion of the Qualifying Transaction. Each Pivot Share issued and outstanding immediately prior to the completion of the Qualifying Transaction will be cancelled and the holders thereof will receive one fully paid and non-assessable common share in the capital of the Corporation (each a "Resulting Issuer Share") for each Pivot Share.

MGI Securities Inc. acted as lead agent for a syndicate of agents, which included Byron Capital Markets Ltd., and Marquest Capital Markets (collectively, the "Agents") for the Private Placement. In consideration for its services, the Agents received commission in the aggregate amount of $75,040, a work fee of $172,571 and options ("Pivot Compensation Options") entitling the Agents to acquire 309,514 Pivot Shares upon payment of an amount equal to $0.80 for each Pivot Share for a period of 24 months from the closing date of the Private Placement. Each Pivot Compensation Option outstanding immediately prior to the completion of the Qualifying Transaction will be exchanged for an option to purchase one Resulting Issuer Share (each a "Resulting Issuer Compensation Option"). The terms and conditions of the Resulting Issuer Compensation Options will be substantially the same as those of the Pivot Compensation Options. The Pivot Compensation Options will be cancelled concurrently with completion of the exchange.

About Pivot

Pivot was incorporated under the Business Corporations Act (Ontario) 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 Multi Vendor Solutions Provider ("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 United States in the MVSP space with a goal to create immediate sales capabilities and geographic presence. Pivot first acquired a substantial portion of the assets and business of California based Applied Computer Solutions in December 2010, which specializes network integration and data centre capabilities. Pivot then acquired Georgia headquartered New ProSys Corp. in January 2011, extending its IT infrastructure, and certain assets involved in the analysis, planning, design, procurement, installation and consultation business of Austin Ribbon and Computer Supplies, Inc. in August 2011, which helped to diversify Pivot's client mix and expand into the government and education sector. Most recently, Pivot acquired the business of San Antonio based Sigma Technology Solutions, Inc. in July 2012, which increased data centre capabilities and expanded the company's footprint.

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 business of Pivot and its subsidiaries will be contained in the filing statement describing the Qualifying Transaction.

About Acme

Acme is a capital pool company that completed its initial public offering in June 2011 and the common shares in the capital of Acme are listed for trading on the TSX Venture under the stock symbol AMN.P.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSX Venture. The Qualifying Transaction cannot close until the required approvals are obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying Transaction 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 press 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 Acme and Pivot 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.

Additional information concerning the Corporation is available on SEDAR at www.sedar.com.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved of the contents of this press release. Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.

Contact Information

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

    Pivot Acquisition Corp.
    Greg Gallagher
    Chief Executive Officer
    (720) 465-9675