Qwave Capital LLC

July 30, 2015 10:49 ET

Qwave Announces Extension of Date to Acquire IOU Financial Common Shares

Visit www.qwaveoffer.com for latest details on Qwave Offer; sign up for email updates

MONTREAL, QUEBEC--(Marketwired - July 30, 2015) - Qwave Capital LLC ("Qwave") announced today that it has extended its offer dated June 25, 2015 (the "Offer") to purchase, on the terms and conditions of the Offer, 34,000,000 common shares ("Common Shares") of IOU Financial Inc. ("IOU") until 5:00 p.m. (Eastern Standard Time) on September 22, 2015. A Notice of Extension has been filed with the Canadian securities regulators and will be mailed to IOU shareholders.
The extension of Qwave's offer is part of a broader settlement agreement under which IOU withdrew its litigation against Qwave and agreed to waive the application of its shareholder rights plan as of September 23, 2015.

The settlement effectively removes all barriers to the Qwave Offer, and restores the right of shareholders to make the most of their investment in IOU by tendering to Qwave's fully funded Offer. The Offer provides shareholders with certain liquidity, and represents a premium of 33.3% over the closing price of the IOU Common Shares on June 12, 2015 and 28.7% to IOU's 20-day volume-weighted average price on the TSX-V.

IOU shareholders now face a clear choice: Select the significant value provided by our Offer, or face more of the same from IOU Financial and its Board:

  • Insiders first: The IOU Board and management have repeatedly put the interests of IOU insiders above common shareholders. IOU transactions have allowed Board members and insiders to maintain their dominant interest in IOU, purchase shares for below-market value, and conduct IOU business with related parties that benefit the privately owned entities while IOU continues to lose money.
  • Related parties benefit: IOU recently completed a private placement financing at $0.40 a share, a 19% discount to the closing price of IOU shares on June 19, 2015 and a 20% discount to Qwave's Offer. Parties related to IOU management subscribed to approximately 17% of the offering at the discounted offer price. These related-party transactions raise serious questions about the Board's commitment to IOU shareholders.
  • Value destruction: Prior to Qwave announcing its offer on June 12, IOU Common Shares had lost approximately 36% of their value over the preceding 12 months.
  • Funding deficit: The Company has been unable to raise the money it so clearly needs at a fair price for IOU and its shareholders. On June 19, 2015, IOU announced that it completed a private placement financing for $3.1 million, which was less than half the $7 million initially sought by IOU in February 2015, and the final $0.40 share price represented a 19% discount to the closing price of IOU shares on June 19, 2015.
  • Underperformance: Due to the Company's inability to raise sufficient capital at a fair price, IOU's growth has languished and its ability to compete is suffering. If this trend continues, IOU's survival will be at risk.
  • Stagnation: The IOU share price will likely drop to pre-Offer levels if the Offer is not accepted.

The IOU Board has entrenched itself at the expense of Company performance, competitiveness and growth. IOU shareholders deserve far better.

The Qwave Offer presents an opportunity for the remaining shareholders of IOU to partner with an experienced technology investor focused on realizing the potential of IOU. If we complete our Offer, we intend to ensure that the IOU Board of Directors is singularly focused on creating value for shareholders and possesses the skills, knowledge and expertise necessary to increase market share and grow the company - profitably.

TENDER YOUR SHARES TO THE QWAVE OFFER TODAY!

If you have any questions regarding our offer and how to tender shares, please call our Information Agent, Laurel Hill Advisory Group, who can be contacted at 1-877-452-7184 toll free in North America or at 416-304-0211 outside of North America or by e-mail at assistance@laurelhill.com.

The full details of the Offer are set out in the takeover bid circular (the "Circular") and related documents that were filed by Qwave with the Canadian provincial securities regulators and are available for review on Qwave's website at www.qwaveoffer.com and on SEDAR under IOU's profile at www.sedar.com.

Visit our new website (www.qwaveoffer.com) for the latest Offer information and to sign up for email updates.
On Qwave's new 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 two months.

Qwave encourages securityholders of IOU to read the full details of the Offer set forth in the Circular which contains the full terms and conditions of the Offer and other important information as well as detailed instructions on how IOU shareholders can tender their IOU shares to the Offer.

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 withdrawal of IOU's ongoing litigation involving Qwave and the waiver of IOU's shareholder rights plan; the extension of the Offer and the delivery of a Notice of Extension to IOU shareholders; the completion of the Offer; IOU's prospects in the event that the Offer is completed; IOU's prospects in the event that the Offer is not completed; the effect on IOU's share price if the Offer is not 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 the shareholders of IOU; 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; Qwave's 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; and Qwave's ability to take-up and pay for Common Shares under the Offer at the expiry time, which may be prevented by the continued operation of the IOU shareholder rights plan and legal action initiated by IOU.

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.

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