Qwave Capital LLC

July 07, 2015 09:00 ET

Qwave Capital LLC Comments on IOU Financial Litigation

Board Actions Put Insider Interests Above Shareholder Interests, Waste Company Resources and Prevent Shareholders From Realizing Immediate Value and Liquidity

MONTREAL, QUEBEC--(Marketwired - July 7, 2015) - Qwave Capital LLC ("Qwave"), a venture capital firm focused on promising technologically advanced companies, today provided the following statement addressing an injunction application that was served to Qwave by IOU Financial Inc. ("IOU") yesterday. The application, which is expected to be filed before the Quebec Superior Court, ultimately seeks to annul Qwave's all-cash offer (the "Offer") to acquire 34,000,000 of the outstanding common shares (the "Common Shares") for $0.50 per Common Share:

"By taking this action, the IOU Board of Directors is depriving its own shareholders of the opportunity to recognize significant value and liquidity for a sizeable portion of their investment and to partner with an experienced technology investor that is focused on realizing the company's full potential.

Simply put, IOU shareholders deserve better.

With this unnecessary, costly and potentially value-destructive legal action, the IOU Board is further entrenching itself, putting its own interests above those of other shareholders and jeopardizing an opportunity to strengthen the competitiveness and future growth potential of IOU. The IOU Board is, by any measure, ignoring its duty to act in the best interests of its shareholders.

We see the IOU Board's decision to litigate as another example of its attempts to benefit insiders at the expense of all IOU shareholders, in much the same way the Board refused a $0.50 per share financing offer and instead accepted $0.40 through a recent private placement with insiders.

Moreover, by litigating before providing a formal recommendation to shareholders on the Offer, the IOU Board is prejudging the Offer, demonstrating poor corporate governance practices, and putting the interests of its shareholders second.

We believe the IOU litigation is without merit and intend to challenge it vigorously in court. IOU shareholders deserve the opportunity to judge the Qwave Offer on its merits now and decide for themselves how their company should move forward."

Qwave will provide updates on the IOU litigation and any implications it might have on the Offer as events warrant.

As previously disclosed, pursuant to the Offer, IOU shareholders will receive $0.50 in cash for every Common Share tendered and accepted under the Offer. The Offer will be open for acceptance until 5:00 p.m. (Eastern Standard Time) on July 31, 2015. The Offer represents a premium of 33.3% over the closing price of the Common Shares on the TSX Venture Exchange ("TSX-V") on June 12, 2015, and a 28.7% premium above the volume weighted average market price of the Common Shares on the TSX-V over the last 20 trading days prior to the announcement of the Offer on June 15, 2015.

Full details of the terms and conditions of the Offer are set out in the formal offer and take-over bid circular mailed to IOU shareholders on June 25, 2015. A copy of the take-over bid circular is available online at www.sedar.com.

If you have any questions regarding our offer and how to tender shares, please call our Depositary and Information Agent, Laurel Hill Advisory Group, toll-free in North America at 1-877-452-7184 or collect outside North America at 416-304-0211, or email assistance@laurelhill.com.

TENDER YOUR SHARES TO THE QWAVE OFFER TODAY.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of IOU. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.

Additional Information - How to Tender Your Shares to the Qwave Offer

IOU shareholders wishing to accept the Offer are encouraged to tender their shares by completing the yellow letter of transmittal accompanying the documents mailed to them and returning it together with certificates representing their IOU shares and all other documents to the offices of Laurel Hill Advisory Group in accordance with the instructions in the yellow letter of transmittal and submit to the addresses provided therein. If IOU shares are held by a broker or other financial intermediary, IOU shareholders should contact such intermediary and instruct them to promptly tender their IOU shares.

Shareholder Questions

Shareholders may obtain a free copy of the offer and take-over bid circular and other documents filed by Qwave with the Canadian securities regulators at www.sedar.com. The offer and take-over bid circular and other documents may also be obtained for free by contacting the Depositary and Information Agent, Laurel Hill Advisory Group, toll free in North America at 1-877-452-7184, collect outside North America at 416-304-0211, or by email at assistance@laurelhill.com.

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 filing of an injunction application by IOU before the Quebec Superior Court; Qwave's expected response to such application; the effect of such an application on the Offer; the completion of the Offer; 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 thereof. 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: IOU's filing of the injunction application before the Quebec Superior Court and the actions of the Quebec Superior Court in respect thereof; the number of Common Shares validly deposited under, and not withdrawn from, the Offer at the expiry time of the Offer; our 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; dilution; competition; loss of key employees; and additional funding requirements.

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 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.

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. 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
Email: assistance@laurelhill.com

Contact Information

  • Qwave Capital LLC
    3445 Stratford Road NE, 3902
    Atlanta, GA 30326

    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