New University Holdings Corp.
TSX VENTURE : NUH.P

July 20, 2011 20:50 ET

New University Holdings Corp. Announces Conditional Acceptance of Merger and Filing of Filing Statement

CALGARY, ALBERTA--(Marketwire - July 20, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

New University Holdings Corp. (TSX VENTURE:NUH.P) (the "Corporation") is pleased to announce that the TSX Venture Exchange (the "TSX-V") has conditionally accepted the previously announced proposed merger (the "Transaction") between the Corporation and ePals, Inc. ("ePals") and approved the filing of the Corporation's filing statement dated July 19, 2011 (the "Filing Statement") relating to the Transaction. The Transaction is intended to constitute the Corporation's "qualifying transaction" under the applicable policies of the TSX-V. Subject to certain conditions, as more particularly described in the Filing Statement, closing of the Transaction is anticipated to occur on July 26, 2011. Shareholders of the Corporation and ePals are encouraged to review the Filing Statement which is filed under the Corporation's SEDAR profile at www.sedar.com.

Following the completion of the Transaction, the Corporation, among other things, will have consolidated its issued and outstanding common shares on the basis of one post-consolidation common share for every 2.3877 pre-consolidation common shares, continued into the Province of Ontario under the Business Corporations Act (Ontario) and changed its name to "ePals Corporation". ePals Corporation and its subsidiaries will carry on the business of ePals, Inc.

Information Concerning ePals

ePals is a privately-held education company existing under the laws of the State of Delaware with its headquarters in Herndon, Virginia. ePals has created a leading global K-12 learning network and offers primary and secondary schools, teachers, students and parents worldwide a safe and secure platform for building educational communities, providing quality digital content and facilitating collaboration for effective 21st century learning. ePals' award winning products include: the ePals Global Community™; SchoolMail®365, a safe and secure communications solution for schools and districts; Learning Space™, a protected virtual workspace for learning collaboration; and In2books®, a curriculum based e-mentoring program that builds reading, writing and critical thinking skills. ePals customers and partners include International Baccalaureate, Microsoft Corporation, Dell, Inc., IBM Corp., National Geographic and leading school districts across the United States and globally. ePals serves approximately 700,000 educators and reaches millions of educators, students and parents in approximately 200 countries and territories.

Information Concerning the Corporation

The Corporation is a "capital pool company" under the policies of the TSX-V. The common shares of the Corporation were listed for trading on the TSX-V on November 22, 2010 upon completion of the Corporation's initial public offering. Since completion of its initial public offering, the Corporation's sole activity has been to identify and evaluate assets or businesses which, when acquired, would qualify the resulting issuer for listing as a regular issuer on the TSX-V.

In accordance with the policies of the TSX-V, the common shares of the Corporation are currently halted from trading.

Further information concerning ePals, the Corporation and the Transaction are contained in the Filing Statement which is available for review under the Corporation's SEDAR profile at www.sedar.com.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Forward-looking information included in this press release includes statements with respect to closing of the Transaction. This press release also contains forward-looking information relating to the intention of the parties to, among other things, complete the Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the agreements underlying the Transaction being able to obtain the necessary director, shareholder and regulatory approvals; TSX-V policies not changing; and completion of satisfactory due diligence. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSX-V, the failure to obtain the required directors' and shareholders' approvals in respect of the Transaction and related matters; changes in tax laws, general economic and business conditions; and changes in the regulatory environment. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, 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 capital pool company should be considered highly speculative.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Neither the TSX-V, nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) has in any way passed upon the merits of the Transaction and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Contact Information

  • New University Holdings Corp.
    Paul Lapping
    Chief Financial Officer
    (212) 409-2434