Ad.Venture Partners, Inc. Completes Acquisition of 180 Connect Inc.TORONTO & NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Ad.Venture Partners, Inc. ("Ad.Venture") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : AVPA AVPA Around Vietnam Photo Album .OB, AVPAW.OB, AVPAU.OB), together with its wholly-owned subsidiaries 180 Connect Exchangeco Inc. ("Purchaser") and 1305699 Alberta ULC ULC Up (Stage) Left Center ULC Universal Life Church ULC Underwriters' Laboratories of Canada ULC Ultra Light Client ULC Ultra Low Cost (cellular phone) ULC Urban Libraries Council ("Canco"), and 180 Connect Inc. ("180 Connect" or the "Company") (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension : NCT NCT National Childbirth Trust NCT National Car Test NCT North Carolina Theatre NCT National Coordination Team NCT Northern California TRACON NCT Noise Cancellation Technology NCT Network Control and Timing NCT Nicotine Replacement Therapy .U) announced today that Ad.Venture has completed the previously announced acquisition of 180 Connect. Under the terms of the acquisition, Purchaser acquired all of the issued and outstanding common shares of 180 Connect pursuant to a plan of arrangement under the Canada Business Corporations Act The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. See also
Each exchangeable share is exchangeable for one share of Ad.Venture common stock, subject to adjustment, at the option of the holder and will be redeemable or purchasable at the option of Purchaser or Canco on August 24, 2009 or earlier upon the occurrence of certain specified events. As a result of completing the Arrangement 180 Connect is now an indirect wholly-owned subsidiary of Ad.Venture. 180 Connect intends to apply to delist delist To drop a security from trading on an organized exchange. Delisting may occur for a number of reasons including failure to meet an exchange's standards or placement of a new listing on another exchange. Compare list. its common shares from the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. and to cease to be a reporting issuer in Canada. In connection with closing of the Arrangement, Ad.Venture changed its name to 180 Connect Inc. Ad.Venture has applied to list its common stock, warrants and units on the NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on to trade under the symbols "CNCT CNCT Connect CNCT Certified Network Computer Technician ", "CNCTW" and "CNCTU", respectively. Pending listing on the NASDAQ, Ad.Venture's common stock, warrants and units will continue to trade on the OTCBB under the symbols AVPA.OB, AVPAW.OB and AVPAU.OB respectively. All of the proceeds from Ad.Venture's trust account, after payment of transaction expenses for Ad.Venture and deferred underwriting fees Underwriting fee The portion of the gross underwriting spread that compensates the securities firms that underwrite a public offering for their services. from its initial public offering in the aggregate amount of $37.9 million, remain in 180 Connect to be used to pay transaction expenses of 180 Connect in connection with the arrangement and for working capital and debt reduction purposes and potential acquisitions. "We are very pleased to have reached the successful conclusion of this very complex process and are grateful to the many investors who supported the company and continue to validate our business model. We are eager to proceed with the task of creating a uniquely capable, diversified brand name in the US market," stated Mr. Brian McCarthy, Executive Chairman of 180 Connect. "We continue to believe strongly in the growth prospects for our business, fueled by increasing customer demand and supported by a robust market in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . As the past few years have shown, 180 Connect views the markets in which we operate as a terrific source of opportunity to find and create value," Mr. McCarthy continued. "This transaction creates an extraordinary opportunity for our Company to meet the growing demand in our markets and to further establish valuable relationships that will allow us to make the most of those opportunities. We are delighted to have completed this process with a partner that shares our enthusiasm to grow the business." "180 Connect has been acknowledged as a leader in the installation, integration and fulfillment ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. services sector and its management team, led by Brian McCarthy and Peter Giacalone, has the skills, experience and vision to enhance and grow the business in order to create substantial shareholder value," stated Mr. Howard Balter, Chief Executive Officer of Ad.Venture Partners. "This is a great opportunity to acquire and grow a business that has established an extraordinary record in delivering world class customer service solutions to customers across North America. We expect to continue to build on those capabilities and to seek out new opportunities to realize them," Mr. Balter continued. "180 Connect has an exceptionally strong management team and we share their vision for the future. We are committed to the business and based on the Company's expertise, solid relationships, North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. footprint and highly talented employee base, we believe and are excited about the substantial opportunities to drive profitable revenue expansion and to further leverage the service platform to pursue additional growth opportunities." About 180 Connect 180 Connect Inc. is one of North America's largest providers of installation, integration and fulfillment services to the home entertainment, communications and home integration service industries. With more than 4,000 skilled technicians and 750 support personnel based in over 85 operating locations, 180 Connect is well positioned as the only pure play national residential service provider in the market. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This news release contains forward-looking statements which reflect management's expectations regarding the future growth, results of operations, performance and business prospects and opportunities. Statements about future plans and intentions, results, levels of activity, performance, goals or achievements or other future events constitute forward-looking statements. Wherever possible, words such as "may", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or other similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve significant risk, uncertainties and assumptions. See "Risk Factors" contained in Ad.Venture's Form S-4/proxy statement dated August 9, 2007 and contained in the Company's Annual Information Form for the year ended December 31, 2006 and its Management Information Circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible dated July 6, 2007. Many factors, including those discussed under "Risk Factors", could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, no assurance can be given that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release and Ad.Venture, Purchaser, Canco or the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law. For information please contact the following or visit our website at www.180connect.net. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion