November 27, 2009 10:43 ET

MPVC Inc. Signs Letter Agreement to Acquire Dealership Equity Fund

TORONTO, ONTARIO--(Marketwire - Nov. 27, 2009) - MPVC Inc. (TSX VENTURE:OCI.H)(the "Company" or "MPVC") has entered into a Letter Agreement dated effective November 20, 2009 (the "Letter Agreement") with Dealership Equity Fund, Inc. ("Dealership") to acquire all of the issued and outstanding shares of Dealership in exchange for shares of MPVC (the "Transaction").

Under the Transaction, MPVC has agreed to purchase all outstanding common shares of Dealership ("Dealership Shares") in exchange for post-consolidation common shares of MPVC ("MPVC Shares"), such that following the exchange, current holders of MPVC Shares will hold approximately 10% of the MPVC Shares and current holders of Dealership Shares will hold approximately 90% of the MPVC Shares. As part of the Transaction, MPVC will complete a consolidation of all of its currently issued and outstanding common shares on an estimated four (4) to one (1) basis to be completed immediately preceding the closing of the Transaction.

Prior to December 23, 2008, MPVC, through its then wholly owned subsidiary OneContact Inc. ("OCI"), provided and managed specialized inbound and outbound customer care, sales and marketing, technical support and many other centralized contact center services to its clients. On December 23, 2008, MPVC announced that it had completed the sale of all of its assets and the transfer of all of its liabilities (other than those liabilities specifically excluded) (the "Sale Transaction") to OC Communications Group Inc. As a result of the Sale Transaction, MPVC no longer met the requirements for continued listing on Tier 2 of the TSX Venture Exchange (the "Exchange") and effective December 29, 2008, MPVC's common shares began trading on the NEX under the symbol "OCI.H". Since that date, a cease trade order has been issued in respect of MPVC's common shares as a result of its failure to file its annual audited financial statements for the year ended December 31, 2008. MPVC is in the process of completing its annual audited financial statements and all interim statements required to be filed pursuant to the regulatory requirements.

Concurrently with the closing of the Transaction, Dealership will complete an equity private placement financing raising gross proceeds of a minimum of $1,000,000 to help funds its operations.

The completion of the Transaction will constitute a "Reverse Take-Over" as such term is defined in Policy 5.2 of the Exchange, and will form part of MPVC's reactivation application under Policy 2.6 of the Exchange to graduate from NEX to become listed as a Tier 2 Industrial Issuer on the Exchange.

The parties' obligations to complete the Transaction are subject to the satisfaction of the usual conditions including, among others, all necessary approvals to enable the Transaction to be carried out have been obtained from the Exchange, the shareholders of MPVC and Dealership, and all other regulatory authorities and third parties having jurisdiction, and the parties being satisfied with the results of their due diligence reviews.

A press release with further particulars relating to the Transaction will follow in accordance with the policies of the Exchange.

About Dealership

Dealership is an opportunistic investment fund focused on acquiring and operating distressed automotive dealership assets in North America. Concurrently with the transaction disclosed herein, Dealership is to acquire all of the assets of the CG Group. To date, the CG Group has acquired a controlling interest in two dealerships, Toyota of Bastrop and Tiger Honda, with two additional Tire and Service Centers acquired midyear 2009 along with Dealership. Dealership in partnership with MPVC hopes to build a substantial footprint over the next 3-5 years through this transaction by having in place access to capital that will provide flexibility to acquire and successfully manage future dealership acquisitions.

Dealership will continue, along with CG Group's founder, and the rest of its management team, to target automobile dealership assets with (i) fatigued ownership or management and no substantive succession plan or (ii) distressed assets due to over leverage and/or years of mismanagement. These target motor vehicle dealerships offer a diversified range of automotive products and services, including new vehicles, used vehicles, vehicle maintenance and repair services, vehicle parts, extended service contracts, vehicles protection products and other aftermarket products.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the reverse takeover transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a NEX Board company should be considered highly speculative.

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

Contact Information

  • MPVC Inc.
    Graham Kemp
    (561) 880-0175