GuestLogix Inc.
TSX : GXI

GuestLogix Inc.

February 09, 2016 11:22 ET

GuestLogix Files for CCAA Protection

TORONTO, ONTARIO--(Marketwired - Feb. 9, 2016) - GuestLogix Inc. (TSX:GXI) ("GuestLogix" or the "Company") announces that the Company has commenced proceedings and obtained court protection under the Companies' Creditors Arrangement Act (the "CCAA") as the Company attempts to restructure and reorganize its assets, business and financial affairs. The operations of OpenJaw Technologies Limited are not subject to the CCAA proceedings.

After careful consideration of all other available alternatives, the Board of Directors of the Company determined that it was in the best interests of the Company and all of its stakeholders to file for an application for creditor protection under the CCAA. The Company has been otherwise unable to restructure its affairs in an adequate manner as a result of a combination of continuing negative operating results, the current state of the capital markets, and the inability of the Company to identify a suitable transaction from its previously announced strategic review process that would satisfy all of the Company's existing financial obligations, both secured and unsecured. Further, on February 8, 2016, the Company received a formal notice of default from its senior lender in respect of certain events of default under its senior credit facility and forbearance agreement.

Under the CCAA proceedings, it is expected that the Company's operations will continue uninterrupted in the ordinary course of business and that after the filing date, obligations to employees, key suppliers of goods and services and the Company's customers will continue to be met on an ongoing basis. The Company's management will remain responsible for the day-to-day operations of the Company.

To enable the Company and its operating subsidiaries to maintain normal business operations, the Initial Order is expected to provide a stay of certain creditor claims and the exercise of contractual rights arising out of the CCAA process and so provides the necessary protection to continue the Company's ongoing strategic review process under the oversight of the Board of Directors and with the advice of the Company's professional advisors. In this regard, the Company anticipates that it will make an application in the near future for a further court order to create a sale and investments solicitation process ("SISP") to be conducted in conjunction with the CCAA proceedings. The SISP is intended to generate interest in either the business or the assets of the Company or a recapitalization of the Company, with the goal of maximizing return in respect of the Company's assets and creating the foundation of a plan of compromise or arrangement for all stakeholders of the Company.

Subject to further court approval, it is anticipated that the Company will continue to retain Canaccord Genuity as sales agent, investment banker and financial advisor to the Company in connection with any proposed financing, recapitalization or sale transaction that may arise under the CCAA proceedings or any future SISP. A further court application related to approval of Canaccord Genuity's engagement is anticipated to proceed in the near future.

A Monitor of the Company for the CCAA proceedings is expected to be appointed later today. A copy of the CCAA Initial Order and other details will be made available on the Monitor's website.

Trading in the common shares of the Company on the Toronto Stock Exchange ("TSX") has been halted and it is anticipated that the trading thereof will continue to be halted until a review is undertaken by the TSX regarding the suitability of the Company for listing on the TSX.

Further news releases will be provided on an ongoing basis throughout the CCAA process as required by law or otherwise as may be determined necessary by the Company.

About GuestLogix

GuestLogix is a global leader in comprehensive merchandising, payment and business intelligence technology delivered to the passenger travel industry, both onboard and off-board. Bringing over a decade of expertise as the industry's most trusted onboard transaction processing partner to airlines, rail operators and elsewhere in the passenger travel industry, GuestLogix powers the industry's growing reliance on ancillary revenue generation. Both direct to operators as well as through partnerships with global leaders in catering, duty-free, inflight entertainment and self-service retail experts, the Company provides the payment services touching over 1 billion travelling consumers each year. On December 23, 2014, GuestLogix announced the acquisition of OpenJaw Technologies, a Dublin-based technology company focused on travel retailing innovation in the e-commerce segment. GuestLogix' global headquarters and centre for product innovation is located in Toronto, with regional offices located in Dallas, London, Dublin, Galway, Madrid and Hong Kong, and product innovation labs located in Moncton and Kraków. More information is available at www.guestlogix.com and www.openjawtech.com.

© 2016 GuestLogix. All Rights Reserved.

Forward-Looking Statements

This news release contains certain statements that constitute forward-looking statements under applicable securities legislation. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are only as of the date of this document and the Company does not undertake to publicly update these forward-looking statements except in accordance with applicable securities laws. Forward-looking statements, including but without limitation, statements concerning the implementation of CCAA proceedings and the reorganization or restructuring of the assets, business and financial affairs of the Company and appointment of Canaccord Genuity as sales agent and financial advisor are based on current expectations, estimates, projections and assumptions, which the Company believes are reasonable but which may prove to be incorrect and, therefore, such forward-looking statements should not be unduly relied upon. These forward-looking statements involve known and unknown risks, uncertainties which may cause actual results or performance to be materially different from any future results or performance expressed or implied herein. These risks, uncertainties and other factors relating to the Company include, but are not limited to, the level of indebtedness of the Company, the implementation and impact of obtaining any reorganization or restructuring of the assets, business and financial affairs of the Company, future co-operation of the creditors of the Company, the Company's ability to generate sufficient cash-flow from operations or to obtain adequate financing to fund capital expenditures and working capital needs and to meet the Company's ongoing obligations during the CCAA process and thereafter, the ability of the Company's common shares to remain listed and trading on the TSX, the ability to maintain relationships with suppliers, customers, employees, stockholders and other third parties in light of the Company's current liquidity situation and the CCAA proceedings. In addition, actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth under "Risks Factors" in the Company's Annual Information Form filed on March 16, 2015 with the regulatory authorities in Canada. The forward‐looking information included in this press release is expressly qualified in its entirety by this cautionary statement. GuestLogix assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

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