W 7 Acquisition Corp.
TSX VENTURE : WSV.P

July 12, 2013 15:48 ET

Windsor Capital Advisors Announces Completion Of Qualifying Transaction of W7 Acquisition Corp. With ViXS Systems Inc.

TORONTO, ONTARIO--(Marketwired - July 12, 2013) -

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 LAW.

Further to press releases dated April 19, 2013 and May 22, 2013, Windsor Capital Advisors and W 7 Acquisition Corp. ("W7") (TSX VENTURE:WSV.P) are pleased to announce that the shareholders of W7 today approved the amalgamation (the "Amalgamation") of W7 with ViXS Subco Inc. ("ViXS Subco"), a wholly-owned subsidiary of ViXS Systems Inc. ("ViXS"), and that the Amalgamation has been completed. The Certificate and Articles of Amalgamation giving effect to the Amalgamation have been issued under the Canada Business Corporations Act.

The Amalgamation was completed in accordance with the terms and conditions of the amalgamation agreement dated May 22, 2013 (the "Amalgamation Agreement") among W7, ViXS Subco and ViXS. Pursuant to the terms of the Amalgamation Agreement, holders of common shares of W7 ("W7 Common Shares") received one common share in the capital of ViXS in exchange for every 38.8889 W7 Common Shares held by them. The Amalgamation constitutes W7's Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "TSXV")).

The common shares of ViXS, including those issued today to the holders of W7 Common Shares pursuant to the Amalgamation, will commence trading on the Toronto Stock Exchange (the "TSX") under the symbol "VXS" on July 15, 2013. The W7 Common Shares will be delisted from the TSXV.

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

The TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Notice on forward-looking statements:

This release includes forward-looking statements regarding W7, including with respect to the anticipated listing of the common shares of ViXS on the TSX and the anticipated timing thereof. Such statements are based on the current expectations and views of future events of the management of W7 and are based on assumptions and subject to risks and uncertainties, including the satisfaction by ViXS of the listing conditions of the TSX and the timing thereof. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and W7 undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

W7 is a capital pool company governed by the policies of the TSXV. W7's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Contact Information

  • W7 Acquisition Corp.
    Ronald D. Schmeichel
    CEO
    416-972-6294