BENEV Capital Inc.

BENEV Capital Inc.

July 08, 2014 12:37 ET

BENEV Capital Inc. Responds to Difference Capital Financial Inc.'s News Release

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 8, 2014) - BENEV Capital Inc. (TSX VENTURE:BEV.H) (the "Corporation" or "BCI") replied to Difference Capital Financial's ("DCF") latest news release, dated July 7, 2014.

BCI confirms that the three new nominees of DCF did not participate in the review and approval of the proposed FranWorks royalty acquisition, as they did not join the BCI Board until after the end of the shareholders' meeting. The news release, and the transaction, were finalized before that time.

However, in the weeks prior to the June 30, 2014 shareholders' meeting, BCI representatives met with DCF's proposed nominees to discuss BCI's affairs. As DCF's nominees declined to sign a requested confidentiality undertaking, however, it was not possible to discuss the details of the proposed transaction with them.

Now that the three new DCF nominees are BCI directors, they are welcome to review the diligence and other materials, subject to their fiduciary, confidentiality and other duties to BCI as such.

With respect to DCF's alleged "skepticism" regarding the FranWorks transaction, BCI notes that:

  • BCI obtained an independent fairness opinion as to the fairness of the FranWorks transaction to BCI, and BCI is convinced that the transaction is in the best interests of BCI and its shareholders

  • Independent equity analysts, BCI shareholders and investors have responded favourably to the announced transaction and to BCI's business strategy

  • Other institutional BCI shareholders, with collectively greater holdings than DCF, have expressed their support for the FranWorks transaction

  • The FranWorks transaction, which was consistent with BCI's previously announced strategy, was subject to a signing deadline imposed by the counterparty, which was at arm's length to BCI, and would likely have been lost if not signed by June 30, 2014. If the FranWorks transaction were to have been lost, there is no assurance that a better one would materialize, and all of the substantial costs associated with the proposed transaction would have been wasted

  • The FranWorks transaction is subject to BCI shareholder approval

BCI continues to believe that the FranWorks transaction is a very good one for BCI and its shareholders, despite DCF's comments. Further details of the transaction will be included in the management information circular to be prepared in respect of the meeting, which is expected to be mailed to shareholders this month. Ultimately, BCI shareholders will have the final vote on the merits of the announced transaction.

Forward Looking Statements

Certain statements contained in this press release and in certain documents incorporated herein by reference may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "confident", "plan" and "intends" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of BENEV Capital Inc. to differ materially from those anticipated or implied in such forward-looking statements. BENEV Capital Inc. believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct. In particular, there can be no assurance that the Corporation will complete the proposed FranWorks transaction, or other toyalty transactions, or, if completed, that it or they will be successful. Given these uncertainties, readers are cautioned that forward-looking statements included in this press release are not guarantees of future performance, and such forward-looking statements should not be unduly relied upon. These statements speak only as of the date of this press release. BENEV Capital Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

All of the forward-looking statements made in this Press Release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, BENEV Capital Inc.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • BENEV Capital Inc.
    Sean Morrison
    (604) 235-3146