ComVest Capital, LLC

March 25, 2011 17:20 ET

ComVest Capital, LLC Acquires Common Shares of Atlantis Systems Corp.

WEST PALM BEACH, FLORIDA--(Marketwire - March 25, 2011) - On March 18, 2011, ComVest Capital, LLC ("ComVest") acquired ownership of 709,776 common shares (the "Acquisition Shares") of Atlantis Systems Corp. (NEX:AIQ.H) (the "Corporation") representing approximately 6.9% of the outstanding common shares of the Corporation. The Acquisition Shares were acquired by way of a private agreement at a price of C$0.40 per Acquisition Share. As a result of the acquisition, ComVest held 7,478,950 (73.1%) of the outstanding common shares of the Corporation. Immediately following the acquisition of the Acquired Shares, ComVest sold the Acquired Shares to a third party acquiror by way of a private agreement at a price of C$0.40 per Acquisition Share. After giving effect to the resale of the Acquired Securities to the third party acquiror, ComVest owns 6,769,174 common shares of the Corporation representing approximately 66.1% of the outstanding common shares of the Corporation. ComVest relied on the "private agreement exemption" set out in section 100.1(1) of the Securities Act (Ontario) in connection with its acquisition of the Acquisition Shares. ComVest was able to rely on the "private agreement exemption" because: (a) the purchase was made from only one company; (b) the offer to acquire the Acquisition Shares was not made generally to security holders of the Corporation's common shares; and (c) the value of the consideration paid for the Acquisition Shares was not greater than 115 per cent of the market price of the Acquisition Securities at the date of acquisition.

ComVest may, subject to market conditions, make investments in or dispositions of securities of the Corporation. The transactions referred to herein were entered into in connection with a sale by ComVest of certain interests in loans made by ComVest to the Corporation (the "Loans"). Pursuant to such sale, ComVest entered into a participation agreement (the "Participation Agreement") with the third party acquiror of the Acquisition Shares providing for, among other things, the sale of the Acquisition Shares to the third party acquiror and the purchase by the third party acquiror of a 50% participating interest in the Loans. The Participation Agreement does not impose any restrictions on the third party acquiror with respect to the Acquisition Shares.

Contact Information

  • Robert O'Sullivan or Louis Colosimo
    525 Okeechobee Blvd., Suite 1050
    West Palm Beach, Florida USA 33401
    (561) 727-2000
    (561) 727-2100 (FAX)