TORONTO, ONTARIO--(Marketwired - May 7, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Aumento Capital IV Corporation ("Aumento" or the "Company") (TSX VENTURE:ACV.P), a capital pool company, is pleased to announce that, further to its press release dated April 15, 2014, it has now entered into a definitive agreement with VeroLube Inc. ("VeroLube"), dated April 28, 2014, (the "Arrangement Agreement") pursuant to which Aumento will acquire all of the issued and outstanding shares of VeroLube (the "VeroLube Shares") and issue shares of Aumento (each, an "Aumento Share") as consideration on a one-for-one basis. The transaction is expected to be completed by way of a plan of arrangement (the "Arrangement") under the provisions of the Canada Business Corporations Act (the "CBCA"). In addition, subject to the policies of the TSX Venture Exchange (the "Exchange"), all outstanding common share purchase warrants ("VeroLube Warrants") and compensation warrants ("VeroLube Compensation Warrants") of VeroLube that have not been duly exercised prior to the effective time of the Arrangement (the "Effective Time") will be exchanged for warrants or compensation warrants, as the case may be, of Aumento that will entitle the holders to receive, upon exercise thereof, Aumento securities, rather than VeroLube securities, on substantially the same terms and conditions as were applicable to such VeroLube Warrants and VeroLube Compensation Warrants immediately before the Effective Time. As previously announced in its press release dated April 15, 2014, the Arrangement will constitute the Company's qualifying transaction (the "Qualifying Transaction") pursuant to Policy 2.4 - Capital Pool Companies of the Exchange.
Pursuant to a Stock Purchase Agreement dated March 10, 2014, as amended (the "SPA"), between Nuverra Environmental Solutions, Inc. ("Nuverra") (NYSE:NES), an environmental solutions provider incorporated under the laws of Delaware, and VeroLube USA, Inc. ("VeroLube USA"), a wholly-owned subsidiary of VeroLube incorporated under the laws of Texas, VeroLube USA has agreed to acquire from Nuverra all of the issued and outstanding shares of Heckmann Environmental Services, Inc., a wholly-owned subsidiary of Nuverra incorporated under the laws of Delaware whose sole asset is all of the issued and outstanding shares of Thermo Fluids Inc. ("TFI"), a company incorporated under the laws of Delaware, for consideration consisting of US$165 million in cash and US$10 million in common shares of VeroLube, subject to the terms and conditions contained in the SPA (the "TFI Acquisition"). The TFI Acquisition should be completed concurrent with, or immediately prior to, the closing of the Arrangement. It is expected that VeroLube will pay a financial adviser fee in connection with the TFI Acquisition in the amount of 1.5% of the gross consideration plus any applicable taxes.
Completion of the Arrangement is subject to a number of conditions including:
- approval by the shareholders of VeroLube;
- approvals of the Supreme Court of British Columbia and the Exchange;
- completion by VeroLube, through VeroLube USA, of the acquisition of all of the issued and outstanding shares of TFI;
- completion by VeroLube of a private placement financing (the "VeroLube Financing") to fund the acquisition of TFI;
- Aumento shall have changed its name to "VeroLube Inc." or such other name as may be acceptable to VeroLube and any relevant government entities;
- securities to be issued in the United States or to U.S. persons pursuant to the Arrangement shall be exempt from registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), pursuant to Section 3(a)(10) of the U.S. Securities Act; and
- such other conditions as provided in the Arrangement Agreement.
The securities to be issued pursuant to the VeroLube Financing have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities of VeroLube to be made in the United States must be made by means of a prospectus containing detailed information about VeroLube and management, as well as financial statements.
The securities to be issued pursuant to the VeroLube Financing will be "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legends as required under the U.S. Securities Act and National Instrument 45-102.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the U.S. Securities Act, or any state securities laws, and any securities issued pursuant to the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
All information contained in this news release with respect to Aumento and VeroLube was supplied by the parties, respectively, for inclusion herein, and Aumento and its directors and officers have relied on VeroLube or any information concerning such party.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is 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 management information circular or filing statement 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 a capital pool company should be considered highly speculative.
The 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.
Neither the 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 press release.
This news release contains forward-looking statements relating to the timing and completion of the Arrangement, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Arrangement and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Arrangement set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Arrangement will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.