November 13, 2008 10:43 ET

MPVC Inc. Announces Signing of Term Sheet in Respect of the Sale of All of Its Assets

TORONTO, ONTARIO--(Marketwire - Nov. 13, 2008) - MPVC Inc. ("MPVC" or the "Company") (TSX VENTURE:OCI) announced that it has entered into a term sheet (the "Term Sheet") whereby the Company would, subject to all required shareholder and regulatory approvals, sell all of its assets and transfer all of its liabilities (other than those liabilities specifically excluded) (the "Transaction") to OC Communications Group Inc. ("OCGI"). OCGI is a corporation, the shares of which are owned by Michael Hilmer, the President, Chief Executive Officer and a director of the Corporation.

Following completion of the Transaction, the Company would no longer have an active business and subject to regulatory approval, its shares would subsequently trade on the NEX.

A special committee of the Corporation (the "Special Committee") comprised of Graham Kemp, David Blakely and Gerry Osborne was appointed to consider the Transaction contemplated by the Term Sheet. The Special Committee reviewed the Valuation Report and financial materials prepared by management of the Company reflecting that the Company would have severe difficulties continuing in business past the short term without a significant capital infusion. The Special Committee does not believe that a source for such funding can be found in the short term.

In connection with the Transaction (which qualifies as a related party transaction under Multilateral Instrument 61-101 - Take-Over Bids and Special Transactions ("MI 61-101")), the directors of the Company have obtained an independent third party valuation report (the "Valuation Report") prepared by Corporate Valuation Services Limited and dated October 24, 2008. The Transaction also constitutes a fundamental under subsection 189(3) of the CBCA and as such must be approved by a special resolution of the shareholders of the Company.

Currently, the Company owns 100% of One Contact (Canada) Inc. ("One Contact") and One Contact, Inc. (Nevada) ("Contact Nevada"). Under the Term Sheet, the Corporation would sell all of the shares currently held by it in One Contact (the "One Contact Shares") and sell all the assets and all the liabilities other than certain excluded liabilities (the "Excluded Liabilities") of Contact Nevada (the "Nevada Assets") to OCGI. In addition, the Company would transfer all right, title and interest to all the contracts held in the name of the Company and all intellectual property owned by the Company and used in its business to OCGI (the "MPVC Assets" (with the One Contact Shares, Nevada Assets and MPVC Assets being referred to collectively herein as the "Assets"). As consideration for the acquisition of the Assets, OCGI agrees to pay to the Company the amount of CDN$50,000 (the "Cash Consideration"), and to transfer to the Company for cancellation the 1,289,000 common shares in the capital of the Company currently held by Michael Hilmer (the "MPVC Shares"). The Cash Consideration will be evidenced at closing by a promissory note from OCGI to the Company, with the amount due and payable in full 90 days from closing. The MPVC Shares will be excluded from voting at the Meeting in order to determine whether the required minority approval for a related party transaction has been received.

Although, OCGI will not acquire the Excluded Liabilities, OCGI will indemnify, save and hold harmless Contact Nevada and the Company in respect of all claims relating to the Excluded Liabilities. In addition, OCGI will arrange for all security agreements currently in place against the Company be transferred and assigned to OCGI so that the Company will be free and clear from all current encumbrances.

The Company has been advised that OCGI has committed itself to offer to purchase up to 19.9% of the issued and outstanding common shares of the Company following completion of the sale of the Assets at a price per share of $0.001. The Company has also been advised that OCGI has agreed to undertake this process to enable shareholders of the Company to recognize a disposition of shares if they so desire.

The Transaction is subject to (i) the approval of the shareholders of the Company, by special resolution, at a meeting scheduled to take place on December 15, 2008; and (ii) approval of the TSX Venture Exchange.

Additional details concerning the Transaction will be provided in the information circular relating to this transaction to be delivered to the shareholders in due course.

About MPVC Inc.

The Company, through its wholly owned subsidiary OCI, is committed to providing and managing specialized inbound and outbound customer care, sales and marketing, technical support and many other centralized contact center services to its clients. The Company's focus is on providing single source solutions for all clients' contact center needs from its growing base of delivery centers. The Company is dedicated to providing a quality and breadth of service that exceeds client expectations.

The TSX-V has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • MPVC Inc.
    Graham Kemp, Chairman of the Company
    and a member of the Special Committee
    (561) 880-0175