W7 Acquisition Corp.
TSX VENTURE : WSV.P

Windsor Capital Advisors

April 19, 2013 20:27 ET

Windsor Capital Advisors Announces Proposed Qualifying Transaction of W7 Acquisition Corp. With VIXS Systems Inc.

TORONTO, ONTARIO--(Marketwired - April 19, 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.

Windsor Capital Advisors and W7 Acquisition Corp. ("W7") (TSX VENTURE:WSV.P) are pleased to announce that W7 has entered into a letter of intent dated April 19, 2013 with ViXS Systems Inc. ("ViXS"), a Canada Business Corporations Act ("CBCA") corporation, to complete a going public transaction for ViXS (the "Proposed Transaction"). It is intended that the Proposed Transaction will proceed by way of an amalgamation of W7 with a wholly-owned subsidiary of ViXS ("ViXS Subco") under the CBCA (the "Amalgamation"). Upon completion of the Proposed Transaction, the holders of common shares of W7 will receive freely tradeable common shares of ViXS (as described in greater detail below).

W7 intends that the Proposed Transaction will constitute its "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction will be an arm's length transaction.

Founded in 2001, ViXS is a semiconductor pioneer in designing and developing high-performance media solutions for the consumer electronics and video service provider industries. With over 390 patents issued and pending worldwide, ViXS has been recognized with a number of industry awards for innovation. ViXS is a world leader in transcoder deployments with over 40 million shipments to date, and still growing. ViXS has a comprehensive portfolio of products to meet the diverse needs of the global media industry. Portfolio highlights include the most advanced dense transcoder available for cloud-based solutions, as well as SoC's for home devices capable of doing the most simultaneous number of HD streams in the industry. Moreover, ViXS is the only company to have integrated transcoding and Multimedia over Coax Alliance (MoCA) technologies to create the lowest-cost media gateway capable of delivering premium content to consumer IP devices, such as the iPad, inside and outside of the home. ViXS is headquartered in Toronto, Canada with global operations and offices in Europe, Asia and North America.

In conjunction with, and prior to the closing of the Proposed Transaction, ViXS intends to complete a brokered private placement of subscription receipts of ViXS Subco (the "Private Placement"), to be co-led by GMP Securities L.P. and Stifel Nicolaus Canada Inc., together with a syndicate of agents including BMO Capital Markets, Cormark Securities Inc. and Byron Capital Markets Ltd.

Each subscription receipt will be automatically exercised to acquire one share of ViXS Subco immediately prior to the completion of the Amalgamation upon the satisfaction of specified escrow release conditions, including the completion or waiver of all conditions precedent to the Proposed Transaction, and it is contemplated that purchasers of subscription receipts pursuant to the Private Placement will ultimately receive freely tradeable common shares of ViXS in connection with the Proposed Transaction.

It is intended that common shares of ViXS will be issued to holders of W7 common shares and to holders of ViXS Subco common shares pursuant to the Amalgamation, on the basis of (i) one ViXS common share for a number of W7 common shares based on an exchange ratio (the "Exchange Ratio") to be determined after the closing of the Private Placement and (ii) one ViXS common share for every one ViXS Subco common share, and that any outstanding options or warrants of W7 will be exchanged for options or warrants exerciseable to acquire common shares of ViXS (on an economically equivalent basis reflecting the Exchange Ratio). For the purposes of the Proposed Transaction, the deemed value of each common share of W7 is anticipated to be $0.09, on a pre-Amalgamation basis.

If the Proposed Transaction is completed, it is anticipated that the board of directors of ViXS post-Amalgamation will consist of the following five current directors of ViXS: Brian Antonen, Sally J. Daub, Peter Currie, Ravi Viswanathan and Chris Bowick. It is anticipated that common shares of ViXS issued to holders of W7 common shares will be freely tradeable, subject to any escrow requirements that may be imposed pursuant to the rules or policies of the Exchange or that are otherwise applicable.

A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of a definitive agreement in respect of the Amalgamation, regulatory approvals, Exchange acceptance, receipt of approval for the listing of ViXS common shares on the TSX, shareholders of W7 approving, among other things, the Proposed Transaction and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval, and approvals of shareholders of ViXS necessary to facilitate the Proposed Transaction. The Proposed Transaction cannot close until the required W7 shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

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, ViXS, and their respective businesses. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the semiconductor industry, market conditions, economic factors, ViXS' management's ability to manage and to operate the business, and the equity markets generally. 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 and ViXS undertake 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 Exchange. W7's principal business is the identification and evaluation of assets or businesses with a view to completing a Proposed Transaction.

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

Contact Information

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

    ViXS Systems Inc.
    Donna Wong
    Vice President, Finance
    416-646-2000