SOURCE: ForceLogixTechnologies Inc.

ForceLogixTechnologies Inc.

December 24, 2010 14:21 ET

ForceLogix Technologies Inc. Announces Definitive Agreement to Sell the Operating Assets of Its U.S. Based Subsidiary to Callidus Software Inc.

LIBERTYVILLE, IL--(Marketwire - December 24, 2010) - ForceLogix Technologies Inc. (TSX-V: FLT) (the "Company") today announced that it has signed a definitive agreement with Callidus Software Inc. ("Callidus") in which, ForceLogix, Inc., the Company's wholly owned operating subsidiary, will sell all of its assets, including its products, technology, intellectual property, customer contracts and other resources for a purchase price of $3,750,000 USD. Callidus is considered to be at arm's length to the Company.

$3,000,000 USD of the purchase price is payable in cash at closing and the balance shall be subject to an escrowed holdback for a 6 month period pending the clearance of certain indemnities and meeting certain renewal targets for the Company's software.

The transaction is considered to be a significant disposition under TSX Venture Policies and as such requires regulatory approval. The transaction also contemplates the sale of all or substantially all of its assets, and therefore obtaining two-thirds majority approval of the Company's shareholders under the prevailing corporate statute. Another significant condition of the transaction is that the Company must convert a minimum of 80% of the unsecured creditors to equity at a price equal to $0.05 per share.

The majority of the purchase price will go to pay secured creditors of the Company and to cover the expenses related to the completion of the transaction. JP Funding, LLC, a company related to a director of the Company will be entitled to receive a $1,125,000 USD break fee for the early termination of a service agreement as part of the payment to secured creditors. The balance of the funds will continue to be held by the Company and used to maintain regulatory compliance.

Concurrent with the completion of the transaction, the Company will also apply to be listed on the NEX where it intends use a portion of the balance of the purchase price proceeds to source and acquire another business with a view to reactivating the Company.

"Neither TSX Venture 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 release. This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."

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