MONTREAL, June 29, 2015 /CNW Telbec/ - IOU FINANCIAL INC. (TSXV: IOU) ("IOU Financial" or the "Company"), a leading online lender to small businesses, acknowledges the filing on June 25, 2015, of a take-over bid circular by Qwave Capital LLC ("Qwave") for its unsolicited partial offer to purchase 34,000,000 outstanding common shares of IOU Financial (representing approximately 55.3% of IOU Financial's issued and outstanding shares at the date hereof and 50.4% of IOU Financial's issued and outstanding shares at the date hereof on a fully-diluted basis) at a price of $0.50 per common share. The current expiry date of the partial offer is July 31, 2015.
The board of directors of the Company (the "Board") is evaluating Qwave's partial offer and is also considering other alternatives. To that effect, the Board has hired Raymond James Ltd. as its financial advisor. Once a thorough review of Qwave's partial offer and other alternatives has been completed, the Board will communicate its views to shareholders by issuing a news release and filing and mailing a circular to them within the statutory time period of 15 days from the date of the filing and mailing of the Qwave partial offer. In the interim, the Board advises shareholders not to take any action with respect to this unsolicited partial offer until the Board and its advisors have evaluated the partial offer and the Company's other alternatives, and the Company has made a statement with respect thereto.
Given the unsolicited nature of Qwave's partial offer and the time required to thoroughly consider alternatives to the partial offer, the Board has adopted a shareholder rights plan effective as of this date. The rights issued under the rights plan will become exercisable when a person, together with any parties related to it, acquires 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the rights plan or without approval of the Board. Should such an acquisition occur, rights holders (other than the acquiring person and related persons) will be able to purchase common shares of the Company at a significant discount to the market price of the common shares at that time.
Under the rights plan, a Permitted Bid is a bid (i) made to all holders of the Company's common shares for all of the outstanding common shares they hold, (ii) which provides, among other things, that the acquiring person may take up and pay for the common shares only if at least 50% of the outstanding common shares of the Company, other than those held by the acquiring person and related persons, have been tendered, and (iii) which remains open for a minimum of 60 days.
The Board has determined to defer the "Separation Time" for rights under the rights plan in connection with Qwave's partial offer to a later date to be determined by subsequent decision of the Board.
The issuance of common shares upon exercise of the rights is subject to receipt of certain regulatory approvals, including from the TSX Venture Exchange. The rights plan will take effect immediately and will be subject to confirmation by the Company's shareholders at its next shareholder meeting. The rights plan will terminate at the earlier of the close of the meeting at which it is not confirmed by the Company's shareholders and the date that is six months after the date hereof. A full copy of the rights plan will be available under the Company's profile on SEDAR at www.sedar.com.
About IOU Financial Inc.
IOU Financial provides small businesses throughout the U.S. access to the capital they need to seize growth opportunities quickly. Typical customers include medical and dental practices, grocery and retail stores, restaurant and hotel franchisees and e-commerce companies. In a unique approach to lending, IOU Financial's advanced, automated application and approval system accurately assesses applicants' financial realities, with an emphasis on day-to-day cash flow trends. It makes loans of up to $150,000 to qualified applicants within a few business days, with affordable charges favorable to cash-flow management. IOU Financial's speed and transparency make it a trusted alternative to banks. To learn more visit: www.ioufinancial.com.
Forward Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of IOU Financial including, but not limited to, the impact of general economic conditions, industry conditions, dependence upon regulatory and shareholder approvals, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. IOU Financial does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE IOU FINANCIAL INC.