Tangarine Payment Solutions Corp. ("Tangarine") (TSX VENTURE: TAN) announced today that it has entered into an acquisition agreement (the "Agreement") with 4491157 Canada Inc. ("4491157"), an affiliate of Pivotal Payments Corporation ("Pivotal"), under which 4491157 will acquire all of the outstanding common shares of Tangarine at a price of $0.22 per common share in cash for a total purchase price of approximately $9,338,941 and purchase all of the outstanding Series 1 preferred shares of Tangarine for an aggregate purchase price of $3,839,000 pursuant to a court-approved plan of arrangement (the "Plan of Arrangement").
The purchase price for the Tangarine common shares represents a premium of approximately 340% to yesterday's closing price of the Tangarine common shares on the TSX Venture Exchange (the "TSX-V") and a premium of approximately 267% based on the average volume weighted trading price per Tangarine common share on the TSX-V for the 30 trading days ended December 22, 2008.
Tangarine has received an opinion from its financial advisor, Grant Thornton LLP ("Grant Thornton"), that the offer is fair from a financial point of view to holders of common shares. The board of directors of Tangarine has concluded unanimously that shareholders should vote in favour of the Plan of Arrangement with 4491157 and have determined that the transaction is fair to Tangarine shareholders and in the best interests of Tangarine.
Holders of an aggregate of 26,379,816 common shares, representing approximately 56.6% of all of the outstanding Common Shares, and the holder of 3,466,603 Series 1 preferred shares, representing 100% of all of the outstanding Series 1 preferred shares, have entered into hard lock-up agreements dated December 23, 2008 pursuant to which they have agreed to irrevocably vote their shares in favour of the Plan of Arrangement.
The Plan of Arrangement is subject to certain conditions as set forth in the Agreement. Completion of the transaction is also subject to the approval of the TSX-V. As a result, there can be no assurance that the transaction will be completed. The transaction includes a requirement that in certain circumstances Tangarine pay 4491157 a "break fee", and in certain other circumstances, including if 4491157 is not able to secure financing to complete the transaction , a requirement that 4491157 pay Tangarine a "reverse break fee", the payment of which has been guaranteed by Pivotal.
Further details are contained in the Agreement, a copy of which will be filed on SEDAR at www.sedar.com shortly. The annual and special meeting of shareholders originally called for January 23, 2009 and subsequently called for February 12, 2009 is expected to be postponed to February 19, 2009. At the rescheduled meeting, holders of Tangarine's common shares and Series 1 preferred shares will vote to approve the transaction. A management proxy circular and related materials will be mailed to shareholders in connection with the meeting. The transaction is currently expected to close on or about February 20, 2009.
Wildeboer Dellelce LLP acted as legal advisor and Grant Thornton acted as financial advisor to Tangarine. Stikeman Elliott LLP acted as legal advisor to Pivotal and 4491157.
About Tangarine Payment Solutions Corp.
Tangarine's wholly-owned subsidiary, Tangarine Concepts Corporation, markets consumer-initiated electronic financial payment solutions to small and medium sized retail businesses, such as convenience stores, small specialty stores, bars, restaurants and gas stations. Tangarine currently manages over 8,100 POS terminals across Canada divided between wired (78%) and wireless (22%) terminals. The majority of the wireless terminals is marketed under the brand name "fleetX" and is located primarily in taxis operating in Ontario and Quebec.
About Pivotal Payments Corporation
Pivotal is a leading merchant services provider in both the United States and Canada. Pivotal provides a full suite of payment processing services to retail businesses, mail order/telephone order merchants and e-commerce merchants. Pivotal's services include credit & debit card processing, gateway services, terminal management solutions, loyalty/gift card programs and cash advance solutions. Pivotal is a privately held company. Company and product information are available at www.pivotalpayments.ca.
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.
SOURCE: Tangarine Payment Solutions Corp.