IOU Financial Inc.

September 17, 2015 09:00 ET

IOU Financial Shareholders Reminded to Tender to Qwave Offer Before September 22 Expiration to Realize Value, Liquidity and Opportunity

MONTREAL, QUEBEC--(Marketwired - Sept. 17, 2015) - Qwave Capital LLC ("Qwave"), a venture capital firm focused on promising technologically advanced companies, today reminded IOU Financial Inc. ("IOU") shareholders to take advantage of Qwave's all-cash offer (the "Offer") to purchase 34,000,000 common shares ("Common Shares") of IOU at $0.50 per share. The Offer will expire at 5:00 p.m. (Eastern Standard Time) on September 22, 2015.

IOU shareholders who have not yet tendered their Common Shares to the Qwave Offer are urged to do so well in advance of the expiration time. The Qwave Offer, which is fully funded, represents a premium of 33.3% over the closing price of the IOU Common Shares on June 12, 2015 and a premium of 28.7% over IOU's 20-day volume-weighted average price on the TSX Venture Exchange ("TSX-V"). It provides IOU shareholders with certainty of value and immediate liquidity for all or a portion of their IOU Common Shares tendered and accepted under the Qwave Offer.

"We continue to believe Qwave's Offer provides IOU shareholders with excellent value, liquidity and opportunity," said Serguei Kouzmine, Manager, Qwave. "The IOU board has failed to deliver an alternative offer, has repeatedly refused to act in the best interests of all shareholders, and has approved related-party transactions that put insiders first. We think IOU shareholders deserve better, and we're asking them to tender their shares and partner with us to help IOU realize its full potential."

Qwave draws upon a management group with more than 20 years of experience finding and investing in companies with breakthrough technologies and excellent potential for growth and value creation. We have a strong track record of success in doing so, growing one company from $40 million to $1.25 billion in revenue in less than five years.

If we are successful in completing our Offer, we intend to ensure that the IOU board of directors possesses the skills, knowledge and expertise necessary to grow the company, increase market share and create value for shareholders.

Visit the Qwave website (www.qwaveoffer.com) for the latest Offer information and to sign up for email updates. On Qwave's website, you will find the most up-to-date information on our Offer and links to our press releases and regulatory filings. Through the website, we encourage you to sign up to receive emailed updates and important information on the Offering over the next few weeks.

How to Tender Your Shares to the Qwave Offer

The offer and circular (the "Circular") contain a detailed explanation of the terms of the Offer and a more fulsome explanation of the proposed benefits to IOU shareholders. We encourage you to take the time to read the Circular carefully and make an informed decision. This is an important juncture for your company.

If you have any questions regarding our Offer and how to tender shares, please call our Depositary and Information Agent, Laurel Hill Advisory Group ("Laurel Hill"), at 1-877-452-7184 or 416-304-0211, or email assistance@laurelhill.com. The Circular and other documents may also be obtained for free by contacting Laurel Hill at the numbers and email above.

Additional Information - How to Tender Your Shares to the Qwave Offer

IOU shareholders wishing to accept the Offer are encouraged to tender their shares by completing the letter of transmittal (printed on yellow paper) accompanying the documents mailed to them and returning it together with certificates representing their IOU shares and all other documents to the offices of Laurel Hill Advisory Group in accordance with the instructions provided in the letter of transmittal. If IOU shares are held by a broker or other financial intermediary, IOU shareholders should contact such intermediary and instruct them to promptly tender their IOU shares.

Shareholder Questions

Shareholders may obtain a free copy of the Circular and other documents filed by Qwave with the Canadian securities regulators at www.sedar.com. The Circular and other documents may also be obtained for free by contacting the Depositary and Information Agent, Laurel Hill Advisory Group, toll free in North America at 1-877-452-7184, collect outside North America at 416-304-0211, or by email at assistance@laurelhill.com.

About Qwave

Qwave is a venture capital firm focused on promising, technologically advanced companies. Qwave draws upon a management group with more than 20 years of experience and a strong track record of finding and investing in companies with breakthrough technologies and excellent potential for growth and value creation.

ON BEHALF OF QWAVE CAPITAL LLC

Serguei Kouzmine, Manager

Forward-Looking Information

Information and statements contained in this news release that are not historical facts are "forward-looking information" within the meaning of Canadian securities legislation that involves risks and uncertainties. Forward-looking information included herein is made as of the date of this news release and Qwave does not intend, and does not assume any obligation, to update forward-looking information unless required by applicable securities laws. Forward-looking information relates to future events or future performance and reflects management of Qwave's expectations or beliefs regarding future events. In certain cases, forward-looking information can be identified by the use of words such as "plans", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. Examples of forward-looking information in this news release include, but are not limited to, statements with respect to the completion of the Offer; IOU's prospects in the event that the Offer is completed; Qwave's anticipated actions with respect to IOU if the Offer is completed; the Expiry Time of the Offer; Qwave's assessment of the effect of the Offer on IOU and IOU shareholders; and the timing and prospects for shareholder acceptance of the Offer and the implementation there of. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially different from those expressed or implied by forward-looking information. Such factors and assumptions include, but are not limited to: the number of Common Shares validly deposited under, and not withdrawn from, the Offer at the expiry time of the Offer, our ability to obtain and maintain timely receipt of regulatory approvals including approval of the TSX-V of the Offer and approval of the Autorité des Marchés Financiers of the Offer; dilution; competition; loss of key employees; and additional funding requirements.

By its very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking information. Such factors include, but are not limited to: the need to satisfy regulatory and legal requirements with respect to the Offer; dilution to shareholders from any equity financings; and influence of significant shareholders. Although Qwave has attempted to identify important factors that could cause actual actions, events or results to differ materially from forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated by such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information.

The TSX-V has neither approved nor disapproved the form or content of this release. Information concerning IOU contained in this news release and has been taken from, or is based upon, publicly available information and records on file with Canadian securities regulatory authorities and other public sources. IOU has not reviewed this news release and has not confirmed the accuracy and completeness of the information in respect of IOU contained herein. Although Qwave has no knowledge that would indicate that any statements contained herein concerning IOU taken from or based on such documents and records are untrue or incomplete, neither Qwave nor its manager, Dr. Kouzmine, assumes any responsibility for the accuracy or completeness of such information or for any failure of IOU or its directors or officers to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to it. The information presented regarding the percentage of Common Shares subject to the Offer is based upon publicly available information and records on file with Canadian securities regulatory authorities.

For further information:

Qwave Capital LLC
3445 Stratford Road NE, 3902
Atlanta, GA 30326

You may call our Depositary and Information Agent, Laurel Hill Advisory Group, if you have questions or requests for additional copies of the take-over bid circular and other documents filed by Qwave with the Canadian securities regulators.

Contact Information

  • Questions and requests
    should be directed to the following telephone numbers:
    Laurel Hill Advisory Group
    North American Toll-Free: 1-877-452-7184
    Collect Calls Outside North America: 416-304-0211
    assistance@laurelhill.com

    Media Inquiries:
    Ian Noble
    Edelman Canada
    604-561-3675
    ian.noble@edelman.com