ZipLocal Inc.

ZipLocal Inc.
Intercap Inc.

July 07, 2017 21:52 ET

Intercap Inc. Acquires 91% of ZipLocal Inc.

Intercap Inc. and ZipLocal Inc. announce the Expiry of Offer and Extension Period for Deposits

TORONTO, ONTARIO--(Marketwired - July 7, 2017) - Intercap Inc. ("Intercap") and ZipLocal Inc. (NEX:ZIP.H) ("ZipLocal") announce that Intercap has taken up an additional 1,734,711 common shares of ZipLocal ("ZipLocal Shares"), representing approximately 5.7% of the issued and outstanding ZipLocal Shares, which were deposited during the mandatory 10-day extension period under the offer (the "Offer") dated May 19, 2017 made to shareholders of ZipLocal ("ZipLocal Shareholders"). Intercap now holds an aggregate of 27,674,563 ZipLocal Shares, representing approximately 90.9% of the issued and outstanding ZipLocal Shares.

The Offer, which initially expired on June 26, 2017 and was subsequently extended until 5:00 p.m. (Eastern Time) on July 7, 2017, has now expired and will not be further extended.

The purpose of the Offer is to enable Intercap to acquire all outstanding ZipLocal Shares such that ZipLocal becomes a wholly-owned subsidiary of Intercap or one of its affiliates or associates. As further described in the Offer and take-over bid circular (the "Bid Circular"), Intercap intends to carry out a compulsory acquisition to acquire ZipLocal Shares not deposited under the Offer. Upon completion of the compulsory acquisition, Intercap intends to delist the ZipLocal Shares from the NEX Board of the TSX Venture Exchange and to cause ZipLocal to cease to be a reporting issuer under applicable securities laws.

Copies of the Bid Circular may be obtained free of charge on ZipLocal's profile on SEDAR at A copy of Intercap's early warning report will also appear on ZipLocal's profile and may also be obtained by calling 416.943.0808 (121 King Street West, Suite 2150, Toronto, Ontario M5H 3T9).

Cautionary Statement on Forward-looking Information

All statements, other than statements of historical fact, contained in this news release constitute "forward-looking information" or "forward-looking statements" within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this news release unless otherwise stated.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Intercap and/or ZipLocal as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Intercap and/or ZipLocal contained in this news release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in the Bid Circular prepared and filed in accordance with applicable securities laws in Canada as well as that Intercap will complete the compulsory acquisition or subsequent acquisition transaction of ZipLocal in accordance with the terms and conditions of the Offer or otherwise.

The forward-looking information set forth in this news release is subject to various risks and other factors which could cause actual results to differ materially from those expressed or implied in the forward-looking information. Certain of these risks, factors, estimates and assumptions are described in more detail in the Bid Circular, to which readers are referred and which are incorporated by reference in this news release. In addition, all forward-looking statements made in this news release are qualified by the full "Risk Factors" in the Bid Circular. These risks, factors, estimates and assumptions are not exhaustive. Intercap and/or ZipLocal disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

The NEX Board of the TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Jason Chapnik
    Intercap Inc.

    Laurence Ezer
    Chief Financial Officer
    ZipLocal Inc.