GuestLogix Inc.

GuestLogix Inc.

April 06, 2016 00:30 ET

GuestLogix Inc. Proposes to Sell Its OpenJaw Business to TravelSky and Announces Cease Trade Order

TORONTO, ONTARIO--(Marketwired - April 6, 2016) - - GuestLogix Inc. ("GuestLogix" or the "Company") today announced that it has entered into a definitive share purchase agreement in respect of the sale of all of the shares that its wholly-owned subsidiary, GuestLogix Ireland Limited, owns in OpenJaw Technologies Inc. to an affiliate of TravelSky Technology Limited (the "OpenJaw Transaction"). The OpenJaw Transaction resulted from the previously announced court-approved sale and investment solicitation process ("SISP") conducted under the Companies' Creditors Arrangement Act ("CCAA") under the supervision of PricewaterhouseCoopers Inc., the court appointed monitor (the "Monitor") and the direction of the Board of Directors of the Company with the assistance of Canaccord Genuity Corp., the financial advisor to the Company. The Company continues to operate its business under the direction of the Board of Directors of the Company.

The OpenJaw Transaction is subject to the approval of the Ontario Superior Court of Justice (the "Court"). GuestLogix expects to bring a motion before the Court to obtain the required approvals for the completion of the OpenJaw Transaction. Additional terms of the OpenJaw Transaction will be disclosed as the OpenJaw Transaction progresses, applicable approvals are obtained and the OpenJaw Transaction is completed. Closing of the OpenJaw Transaction is scheduled to occur on or before May 6, 2016 following the approval of the Court as well as satisfaction of certain other conditions.

The OpenJaw Transaction does not include any of the assets of the Company's onboard business.

A Court date is scheduled for April 13, 2016 to hear the Company's motion to approve the OpenJaw Transaction.

The Company also announced today that the Company's principal regulator, the Ontario Securities Commission, has issued a cease trade order effective April 5, 2016 which ceases all trading in securities of the Company as a result of the Company's failure to file its consolidated audited financial statements for the period ended December 31, 2015 (the "2015 Annual Financials") and related management's discussion and analysis within the timeline prescribed by National Instrument 51-102 - Continuous Disclosure Obligations.

As previously announced by press release on March 14, 2016, the Company does not currently intend to prepare or file the 2015 Annual Financials in light of the ongoing proceedings under the CCAA.

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 timing and completion of the OpenJaw Transaction 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 the ability to conclude a successful transaction pursuant to the SISP, 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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