August 30, 2012 21:31 ET

GINSMS Files Its Filing Statement in Connection with Proposed Acquisition of Inphosoft

CALGARY, ALBERTA--(Marketwire - Aug. 30, 2012) - GINSMS Inc. ("GINSMS") (TSX VENTURE:GOK) is pleased to announce that, following the TSX Venture Exchange's (the "Exchange") conditional acceptance of GINSMS' proposed acquisition of Inphosoft Group Pte. Ltd. (the "Proposed Acquisition") as originally announced in the news release dated January 12, 2012, GINSMS has now filed on SEDAR the Filing Statement for the Proposed Acquisition.

As disclosed in GINSMS' news release dated July 27, 2012, the Share Purchase Agreement dated January 12, 2012 entered among, inter alia, GINSMS and Inposoft Pte. Ltd. (the "Vendor") for the Proposed Transaction was amended to lower the aggregate purchase price from $11.6 million to $11.3 million. Under the amended Share Purchase Agreement, GINSMS will pay to the Vendor at closing: (i) $400,000 in cash; and (ii) $10,500,000 in convertible debentures. The balance of the $11.3 million purchase price representing $400,000 will be payable in cash after the first anniversary of the closing date of the Proposed Transaction. All the other terms of the initial Share Purchase Agreement remain valid and in effect. It is anticipated that the Proposed Acquisition will close on or about September 14, 2012.

In accordance with Exchange policies, the common shares of GINSMS are currently halted from trading, and it is intended that they will remain halted until completion of the Proposed Transaction. Upon completion of the Proposed Transaction, the resulting issuer, to be named GINSMS Inc., is expected to be listed on the Exchange as a Tier 2 technology company.


GINSMS owns 100% of GIN International Ltd., a technology company focused on providing inter-operator short messaging services to mobile telecom operators in Hong Kong. GINSMS' stated business objective is to become a leading short messaging service ("SMS") and data hubbing service provider to mobile network operators in Hong Kong and China and to establish an international SMS and value added services business.

About Inphosoft

Inphosoft is a leader in providing innovative mobile data services and solutions in the areas of mobile advertising, mobile payment and banking, mobile service delivery platforms and mobile social networking services. Since its inception, Inphosoft has accelerated mobile data adoption through more than 100 deployments for mobile operators, financial institutions, media companies and enterprises. Inphosoft operates out of three offices in Singapore, Malaysia and Indonesia.

Caution Regarding Forward-Looking Information

This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with GINSMS' business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by expressions such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Forward-looking statements, by their very nature, involve significant risks, uncertainties and assumptions. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, without limitation, the risks factors discussed in the section entitled "Risk Factors" in GINSMS' long form prospectus dated November 12, 2009 which is available under GINSMS' profile on SEDAR at Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, GINSMS cannot assure the reader that actual results will be consistent with these forward-looking statements. These assumptions are further described in GINSMS' management discussion & analysis for the nine-month period ended December 31, 2011, which is also available on SEDAR at These forward-looking statements are made as of the date hereof and GINSMS assumes no obligation to update or revise them to reflect new events or circumstances except as may be required by law. Accordingly, readers should not place undue reliance on the forward-looking statements.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the proposed acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation 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 policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • GINSMS Inc.
    Raymond Richard
    Corporate Secretary