TORONTO, ONTARIO--(Marketwired - Nov. 1, 2013) - Logistics International SAL (Offshore) ("Logistics") announced that it has entered into a purchase agreement (the "Purchase Agreement") with Privinvest Holding SAL ("Privinvest Holding") and Privinvest Development SAL (Holding) ("Privinvest Development") as part of an internal reorganization of certain entities affiliated with Logistics (the "Reorganization"). Logistics is under common ownership and control with Privinvest Development and Privinvest Holding. Privinvest Holding announced that it has amended the terms of its exclusive territory rights license agreement with VendTek Systems Inc. ("VendTek") (the "Territory Agreement"). Privinvest Development also entered into two additional license agreements with VendTek (the "Additional Licenses").
The Reorganization will result in, among other things, the transfer of 19,203,833 common shares (the "Common Shares") in the capital of VendTek, 11,944,847 common share purchase warrants of VendTek (the "Warrants") and $1,610,000 principal amount of unsecured convertible redeemable debentures of VendTek (the "Debentures") currently owned by Privinvest Development to Logistics. The transfer of title is expected to be completed as soon as reasonably practicable. As at the date hereof, Logistics does not currently own or exercise control over any securities of VendTek. The rights and obligations under the Territory Agreement, as amended, and each of the Additional Licenses will also ultimately be assigned to Logistics as part of the Reorganization.
Subsequent to the Reorganization and pursuant to the Territory Agreement, as amended, Logistics will satisfy certain of its obligations under the Territory Agreement, as amended, by, among other things, returning to VendTek CDN$750,000 of VendTek debt issued on August 25, 2011 and due on January 25, 2014 held by Logistics for cancellation.
After giving effect to the transfer of title to the securities of VendTek noted above, including the Debenture cancellation, Logistics will own and exercise control over an aggregate of 19,203,833 Common Shares, 11,944,847 Warrants and an aggregate of $860,000 principal amount of Debentures representing approximately 40.04% of the issued and outstanding Common Shares (assuming exercise of all of the Warrants and the conversion of the principal amount of Debentures at the applicable conversion price of such Debentures).
Logistics acquired, and will hold, the Common Shares, the Warrants and the Debentures for investment purposes only. Depending on market and other conditions, Logistics may from time to time in the future increase or decrease its ownership, control or direction over, or exercise its current rights to acquire, the Common Shares, the Warrants, the Debentures or other securities of VendTek, through market transactions, private agreements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.