Covalon Technologies Ltd. Announces The Closing Of Qualifying Transaction.TORONTO -- COVALON TECHNOLOGIES LTD LTD 1 Laron-type dwarfism 2 Leukotriene D 3 Long-term depression, see there 4. Long-term disability . (formerly Seder Capital Corp.) (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:SCP (1) (Service Control Point) A node in an SS7 telephone network that provides an interface to databases, which may reside within the SCP computer or in other computers. .P) ("CTL See control key. 1. CTL - Checkout Test language. 2. CTL - Compiler Target Language. 3. CTL - Computational Tree Logic " or "Seder"), a capital pool company, today announced the closing of the previously announced acquisition by Seder of Covalon Technologies Inc. ("CTI (Computer Telephone Integration) Combining data with voice systems in order to enhance telephone services. For example, automatic number identification (ANI) allows a caller's records to be retrieved from the database while the call is routed to the appropriate party. "), a Toronto area based medical biomaterial company. The acquisition is Seder's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. (the "Exchange"). The Qualifying Transaction remains subject to CTL satisfying the final conditions of the Exchange. On December 21, 2004, Seder acquired approximately 11.57 million issued and outstanding common shares of CTI ("CTI Shares") and approximately $1.34 million principal amount of convertible debentures of CTI ("CTI Convertible Debentures") by issuing common shares of CTL ("CTL Shares") to the holders of issued and outstanding CTI Shares, and CTL Shares and Series II Warrants ("CTL Series II Warrants") to the holders of issued and outstanding CTI Convertible Debentures on the basis of 2.2 CTL Shares for each CTI Share tendered and 3384.6 CTL Shares and 769.2 CTL Series II Warrants for each $1,000 principal amount of CTI Convertible Debentures tendered. In addition, Seder issued replacement options and warrants to holders of options and warrants of CTI who surrendered such securities to Seder. The replacement options and warrants issued by Seder are substantially similar to the options and warrants of CTI surrendered, except in respect of the number of common shares to which a holder is entitled upon exercise, which term was modified to give effect to the Qualifying Transaction. Research Capital Corp. acted as sponsor for the Qualifying Transaction. After completion of the Qualifying Transaction, CTL will hold 100% of the issued and outstanding shares of CTI. On December 17, 2004, at a meeting held prior to the closing of the Qualifying Transaction, the shareholders of Seder elected Michael Aron, Frank DiCosmo, Gary German, William Jackson, Jacques Lemmetti and G. Michael Newman to the board and approved changing the name of Seder to Covalon Technologies Ltd., changing its auditors from Schwartz Levitsky Feldman LLP LLP - Lower Layer Protocol to BDO BDO Big Day Out (Australian music festival) BDO Banco de Oro (Philippines) BDO 1,4-Butanediol BDO British Darts Organisation BDO Block Development Officer BDO Big Dumb Object Dunwoody LLP, the current auditors of CTI, and moving its registered office from Richmond Hill, Ontario Richmond Hill (2006 population 162,704) is a town in York Region north of Toronto, Ontario, Canada. It is part of the Greater Toronto Area. History The area was first surveyed by Lieutenant-Governor John Graves Simcoe in 1794 while he was constructing Yonge Street. to Mississauga, Ontario all of which became effective upon the closing of the Qualifying Transaction. Immediately following the closing of the Qualifying Transaction, there were 37,009,593 CTL Shares issued and outstanding. The board of directors of CTL intends to grant an aggregate of 1,386,674 options to acquire CTL Shares, exercisable at any time on or before the fifth anniversary of the date of grant at an exercise price of $0.30 per share, to certain directors, officers, employees and consultants of CTL as disclosed in the Filing Statement of Seder dated December 9, 2004. Further information with regard to the Qualifying Transaction is contained in the Filing Statement of Seder dated December 9, 2004 which may be found on SEDAR SEDAR System for Electronic Document Analysis and Retrieval SEDAR Southeast Data, Assessment, and Review at www.sedar.com The CTL Shares will remain halted pending final Exchange approval of the Qualifying Transaction and the issuance by the Exchange of the Final Exchange Bulletin at which time CTL's trading symbol will become "COV". The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release. |
|
||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion