SOFTFUND CAPITAL PARTNERS INC. ANNOUNCES TAKEOVER BID BY EQUITY INVESTMENTS CORP.
VANCOUVER, British Columbia, June 15 /PRNewswire/ -- The Shareholders of SoftFUND Capital Partners Inc. ("SoftFUND") received last week a takeover bid circular from Equity Investments Corp. ("EQI") in respect of an offer to purchase all of the issued and outstanding common shares of SoftFUND, on the basis of one Series 2 preferred share of EQI for each two common shares of SoftFUND. EQI, its affiliates and associates presently hold 4,131,417 (49.4 percent) common shares of SoftFUND. EQI has applied to list its Series 2 preferred shares on the Montreal Exchange. The Series 2 preferred shares will trade as a separate class of shares until they automatically convert to common shares of EQI on Feb. 1, 1994. EQI provides management services to SoftFUND and has recently advanced to SoftFUND a working capital line of credit facility. The two companies also share common directors and executive offices. EQI believes that combining the two companies will provide greater flexibility and efficiencies in operating and marketing functions, and reduce the overall administration and overhead costs. EQI's offer to issue one preferred share of EQI for two common shares of SoftFUND was based upon an independent valuation on its behalf, by Peat Marwick Thorne, Chartered Accountants. Following discussions with the board of directors of EQI with respect to its intention to make the offer, the board of directors of SoftFUND appointed a special committee of three of its members who are independent of EQI. The Special Committee engaged independent legal counsel and retained Haywood Securities Inc. ("Haywood"), investment dealers, to act as financial advisors and, specifically, to provide an independent recommendation as to the fairness, from a financial point of view, to the shareholders of SoftFUND, of the offer. Haywood was also asked to review and comment on Peat Marwick Thorne's Valuation of EQI and SoftFUND's Shares. Haywood, by opinion dated June 11, 1993, stated that the offer is fair from a financial point of view to the shareholders of SoftFUND. The special committee, after completing its deliberations, and having received affirmative opinions from its advisors, concluded that the terms of the offer are fair and recommended that the board recommend the acceptance of the offer to its shareholders. After careful consideration, and the implementation of independent due diligence procedures, the board of directors of SoftFUND, for the reasons set out in the directors' circular being mailed to Shareholders today, recommends that the holders of common shares of SoftFUND accept the offer. EQI, by notice of change dated June 11, 1993, to its takeover bid circular, has amended and supplemented its offer, advising of an amendment to a subscription agreement between SoftFUND and an institutional investor ("the investor"). The investor had the right to put 1,000,000 SoftFUND Shares to SoftFUND, on or before Jan. 27, 1994, in exchange for 300,000 of SoftFUND's 600,000 common shares of Mobile Data Solutions Inc. ("MDSI"), a private company in which SoftFUND holds a 60 percent equity interest. That right has been expanded to grant the investor, in the event that the investor accepts EQI's takeover bid offer, the right to put 500,000 preferred shares of EQI to SoftFUND in exchange for 300,000 common shares of MDSI. Timely response to this offer is imperative. To participate in the Offer, the Shares must be delivered prior to midnight, Pacific Daylight Time, June 23, 1993. It is important that the acceptance letter that was sent with the takeover bid circular be completed and returned. If EQI has, within 4 months, purchased at least 90 percent of the shares not owned by EQI or its affiliates or associates, then, under Section 279 of the Company Act, EQI has the right to acquire all of the remaining untendered shares on the same basis as this offer. SoftFUND is an investment company that specializes in funding developed software, particularly in the emerging communications field of wireless data, serving today's mobile world. Management at SoftFUND is committed to "Building A Wireless Future." -0- 6/15/93 /CONTACT: Peter Bradshaw, chairman, or Rooky Driver, executive assistant to the chairman, of SoftFUND Capital Partners, 604-682-1400/ (SSF.)
CO: SoftFUND Capital Partners Inc.; Equity Investments Corp. ST: British Columbia IN: CPR FIN SU: TNM
BP-JB -- LA011 -- 1900 06/15/93 06:00 EDT
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|Date:||Jun 15, 1993|
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