Centiva Capital Inc.

Centiva Capital Inc.

January 26, 2011 09:18 ET

Centiva Provides Update on Proposed Reverse Takeover and Reorganization

TORONTO, ONTARIO--(Marketwire - Jan. 26, 2011) - Centiva Capital Inc. (TSX VENTURE:CVC) ("Centiva") is pleased to provide an update on the progress of its previously announced transaction with Intech LCD Group Limited ("Intech") and its shareholders to complete an arm's length reverse takeover (the "Proposed Transaction"). Under the Proposed Transaction, Centiva will acquire all of the issued and outstanding securities of Intech, such that Intech will become a wholly-owned subsidiary of the Company.

Since the announcement of the Proposed Transaction on December 13, 2010, Centiva has been conducting due diligence on Intech. Intech is also in the process of preparing audited financial statements for the financial years ended December 31, 2008, 2009 and 2010. It is expected that the audit and the remaining due diligence investigations will be completed by February 28, 2011. Centiva is also in the process of preparing for filing with the regulatory authorities the appropriate documentation for the shareholders meeting to be held for the approval of the Proposed Transaction.

About the Proposed Transaction

Subject to any regulatory, shareholder, director or other approvals that may be required and other conditions contained in the Share Exchange Agreement among Centiva, Intech and the shareholders of Intech, the Proposed Transaction will proceed by way of a reverse take-over transaction which will be effected by way of a share exchange. The holders of common shares of Intech will receive twelve (12) common shares of Centiva for each one (1) common share of Intech held which reflects an agreed upon value between the parties for Intech of $6,000,000 or $0.05 per common share. There are no outstanding options and similar rights to acquire Intech common shares outstanding.

The Proposed Transaction is also subject to the Concurrent Financing as well as an internal reorganization of Centiva which are described below.

About the Centiva Reorganization

Pursuant to this reorganization Centiva will transfer its existing portfolio of investments and operations to the current shareholders of Centiva. Centiva will incorporate a wholly-owned subsidiary ("Subco"). Centiva will then transfer to Subco all of its existing assets for the assumption by Subco of all of Centiva's liabilities and the issuance to Centiva of that number of Subco common shares that will result in Centiva owning in the aggregate 16,856,632 Subco common shares. Subco will indemnify and save Centiva harmless in respect of the Centiva liabilities assumed by Subco. Upon completion of the Proposed Transaction Centiva will distribute all of the Subco shares held by it to its shareholders on a share-for-share basis and will apply to list the Subco shares on the TSX Venture Exchange (the "Exchange").

Concurrent Private Placement

Concurrently with the Proposed Transaction Centiva will seek to issue up to 60,000,000 common shares from treasury at a price $0.05 per share for gross proceeds of up to $3,000,000. Other particulars of the concurrent financing will be subsequently disclosed.

Included in this news release are matters that constitute "forward-looking" information within the meaning of Canadian securities law. Such forward-looking statements may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may" or words of a similar nature. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include among others, regulatory risks, risk inherent in foreign operations, commodity prices and competition. Most of these factors are outside the control of the Company. All subsequent forward-looking statements attributable to the Company or its agents are expressly qualified in their entirety by these cautionary comments. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

Neither the Exchange nor its regulation services provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or the accuracy of this release.

Contact Information

  • Centiva Capital Inc.
    John D. Pennal
    (416) 956-4926