J.U.M. Capital Inc. Amends Agreement To Acquire National Retailer, West 49 Inc.-Announces Mailing Of Management Information Circular Announced.BURLINGTON, Ontario Burlington (2006 population 164,415) is a city located in the Golden Horseshoe, across Lake Ontario and Burlington Bay harbour from Hamilton, in Halton Region, Ontario, Canada. -- J.U.M. Capital Inc. ("JUM JUM Journal of Ultrasound in Medicine ") (Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. : JUM) announced today that it had entered into an amended and restated agreement to acquire all of the shares of West 49 Inc. ("West 49"), a Canadian clothing and accessories retailer. This agreement revises some terms of the original agreement entered into by JUM and West 49 on September 20, 2004. Under the original agreement, the acquisition valued at approximately $24 million was to be satisfied by the payment of $6 million in cash, approximately $5.8 million in common shares of JUM at $0.06 per JUM common share, and approximately $12.2 million in cumulative preferred Noun 1. cumulative preferred - preferred stock whose dividends if omitted accumulate until paid out cumulative preferred stock preference shares, preferred shares, preferred stock - stock whose holders are guaranteed priority in the payment of dividends but shares of JUM. The amended and restated agreement calls for the aggregate consideration of $24 million to remain unchanged. While the $6 million cash portion of the consideration will remain the same, the balance has been revised to approximately $9.4 million in common shares of JUM at $0.06 per JUM common share (formerly $5.8 million) and approximately $8.6 million (formerly $12.2 million) in cumulative preferred shares of JUM. The terms of the JUM preferred share terms also remain the same. JUM preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. would be non-voting, entitled to cumulative quarterly dividends at a rate equal to prime plus 2% per annum Per annum Yearly. and would be convertible, in certain circumstances, into JUM common shares at a conversion price of $0.10 per common share. They would be redeemable by JUM after the sixth anniversary and retractable re·tract v. re·tract·ed, re·tract·ing, re·tracts v.tr. 1. To take back; disavow: refused to retract the statement. 2. by the holder after the third anniversary of their issuance. JUM now intends to finance part of the acquisition cost through a private placement of not less than $8 million (formerly $4.2 million) in JUM common shares (the completion of which is a condition of closing). The number of JUM common shares and JUM preferred shares to be issued in the acquisition would be adjusted based on the number of JUM common shares issued in the private placement. Completion of the acquisition continues to be subject to a number of conditions, including: obtaining the approval of JUM's shareholders, by minority approval, to the transaction; the receipt of required regulatory approvals; the closing of the private placement; the completion of mutually satisfactory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. ; and the receipt of required consents on satisfactory terms. The JUM Board of Directors has approved the acquisition on its revised terms as set out in the amended and restated agreement. Management of JUM has called a special meeting of its shareholders to consider, and if thought advisable, approve, among other things, the acquisition of West 49 and the private placement. The shareholders of JUM will also be asked to approve the consolidation of its common shares and a new stock option plan. The special meeting is set for Wednesday, November 24, 2004. In connection with the special meeting, JUM has prepared a 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 which will be mailed on or about November 3, 2004 to shareholders of record of JUM as of October 20, 2004. In the circular, the JUM Board of Directors has recommended that shareholders vote in favour of the acquisition and related matters. Assuming the required shareholder and other approvals are obtained, and other closing conditions are satisfied or waived, JUM anticipates that the transaction will close by the end of November 2004. About West 49 Inc. West 49 is a retailer of moderately priced brand name and private label apparel, footwear and accessories to action sports enthusiasts with an emphasis on skateboarding, snowboarding and surfing. West 49 is Canada's largest skateboard retailer. West 49 was established in 1995 and has grown from 3 stores to 55 stores, the majority of which are located in high traffic urban malls. Retail Dimensions Inc., an associated company associated company associate n → Partnerfirma f associated company n → società collegata of Ken Fowler Ken Fowler (15 March 1907 Fargo, North Dakota – 16 January 1981 St. James City, Florida) was an American racecar driver. Indy 500 results Year Car Start Qual Rank Finish Laps Led Retired 1937 41 29 117.421 26 19 116 0 Pushed 1947 47 9 123. Enterprises Limited, along with senior management of West 49, currently owns West 49 Inc. Information in this news release that is not current or historical factual information may constitute forward-looking information. Implicit in this information are assumptions that, although considered reasonable by JUM at the time of preparation, may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties and could differ materially from what is currently expected, and there can be no assurance that the acquisition of West 49 will be completed. J.U.M. Capital Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :JUM) |
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