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Pure Energy Visions to Acquire 100% of Pure Energy Solutions Through Share Exchange Merger

Wednesday, 04 May 2011 04:12 PM

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Toronto, Ontario - May 4th, 2011 - Pure Energy Visions Corporation (the “Corporation”) (TSX Venture Exchange: “PEV” Frankfurt FWB: “XYQ”) is pleased to announce that it has entered into an agreement with Pure Energy Solutions, Inc (“PES”) of Boulder Colorado to acquire all of the issued and outstanding shares, warrants and convertible debentures of PES which the Corporation and its 94.5% owned subsidiary, Pure Energy Visions Inc., (collectively, “PEV”) do not own through a share exchange merger (the “Merger Agreement”). PES’s issued and outstanding shares, warrants and convertible debentures consist of 3,959,095 shares of Common Stock (1,929,191 of which are owned by PEV), 12,896,766 shares of Series A-1 Preferred Stock (6,227,145 of which are owned by PEV), 5,333,309 Series B Preferred Stock (none of which are owned by PEV), 100 shares of Non-Voting Series B-2 Preferred Stock (all of which are owned by PEV), 2,622,507 warrants to purchase common shares (2,550,182 of which are owned by PEV), 1,034,902 warrants to purchase Series A-1 Preferred Stock (517,451 of which are owned by PEV), 2,666,646 warrants to purchase Series B Preferred Stock (none of which are owned by PEV) and up to US$6,055,427 principal amount of convertible debentures (US$1,000,000 principal amount of which are owned by PEV).

 

The merger will be effected through the merger of PES into PES Transcorp, Inc., a newly incorporated Delaware corporation and wholly owned subsidiary of the Corporation. Under the Merger Agreement, the Corporation will issue 91,648,564 common shares of the Corporation (being a number of shares equal to its issued and outstanding common shares on April 4, 2011), 6,396,200 warrants to purchase common shares of the Corporation (being equal to the number of options to purchase common shares it had outstanding on April 4, 2011) and convertible debentures of the Corporation in a principal amount equal to the principal amount of the PES convertible debentures not owned by PEV outstanding at the effective time of the merger.   Each whole warrant will entitle the holder to purchase one common share of the Corporation for $0.37 (being the closing price of such shares on the TSX Venture Exchange on the trading day preceding this announcement) for a period of 18 months after the effective time of the Merger. The debenture will bear interest at 8% per annum payable at maturity, be secured by the wireless charging assets of PES, and have an 18 month term from the effective time of the merger. The principal amount of the debenture and interest thereon will be convertible into common shares of the Corporation at $0.37 per share (or such greater price as may be required by the TSX Venture Exchange).   After the merger, the board of directors of PEV is to consist of six directors, including two nominees selected by the PES board of directors immediately prior to the merger, two nominees selected by the Corporation’s board of directors prior to the merger, and two independent directors approved by the other directors. Upon approval of the merger by the security holders of PES (which is anticipated to occur prior to the effective time of the merger and approval by the Corporation’s shareholders), the Corporation has agreed to purchase an additional US$750,000 of convertible debentures of PES.

 

No security holder of PES, other than PEV, owns over 10% of the voting securities of PES. The merger is not expected to result in any change of control of the Corporation, but will result in the interest of Network Capital Partners, Inc. (“NCP”) in the Corporation being diluted. NCP is the owner of 28,644,302 common shares of the Corporation and $250,000 principal amount of convertible debenture of the Corporation. NCP is also the owner of 442,476 shares of Series A-1 Preferred Stock, 333,333 shares of Series B Preferred Stock, 166,666 warrants to purchase Series B Preferred Stock and US$422,964 principal amount of convertible debentures of PES.

 

The merger and the issuance of securities of the Corporation in connection with the merger is subject to TSX Venture Exchange approval, any other regulatory approvals that may be required (including the filing of any required registration statement) and the satisfaction of other conditions, including obtaining any required third party consents and required shareholder approvals, including approval by the shareholders of PES and the Corporation. The target date for completion of the merger is July 31, 2011.  The special meeting of the Corporation’s shareholders to approve the merger will also be the Corporation’s annual meeting. It is anticipated that this meeting will be in late July.

 

“We are very pleased with this agreement,” stated Paul Simmonds, CEO of the Corporation. “This is an excellent outcome for Pure Energy Solutions and Pure Energy Visions shareholders and provides a simplified structure going forward to build a very successful company with great technologies. “

 

 

About Pure Energy Visions Corporation

Pure Energy Visions Corporation is an investment holding company with its principal investment in Pure Energy Solutions, Inc.

 

About Pure Energy Solutions, Inc.

Pure Energy Solutions, Inc. is a Boulder, CO-based company that is revolutionizing power delivery to portable electronic devices through its branded WildCharge™ wire-free power technology, and is a leading supplier of sustainable and environmentally responsible rechargeable battery products with its RAMcell™ rechargeable alkaline batteries. PureEnergy Solutions is the first company to offer commercially available wire-free charging technology that works with multiple devices across multiple brands, and carries the Eco Logo certification for its environmentally responsible battery designs and products. Through its Technology Licensing Program and WildCharge Mark of Interoperability, PureEnergy Solutions allows licensing partners the ability to create and manufacture products that integrate wire-free technology into their solutions and bring them to market quickly. PureEnergy Solutions enjoys a growing network of licensing partners and distributors, with products sold in 40,000 retail outlets in over 75 countries. For more information on PureEnergy Solutions products and licensing opportunities, go to www.pureenergy.com

 

This news release contains forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially due to a number of factors, including those discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulators, the parties' ability to complete the transactions as contemplated by the letter of intent and the anticipated benefits of the transaction. All forward-looking statements made in this news release are made as of the date hereof and we do not undertake any duty to update any forward-looking statements herein.

The TSX Venture Exchange has neither approved nor disapproved of the contents of this press release, and does not accept responsibility for the adequacy nor accuracy of this information.

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Pure Energy Visions Corporation Contact:
Paul W. Simmonds
647 400 0125
[email protected]
 

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

 

THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SECURITIES OF PURE ENERGY SOLUTIONS, INC. WILL BE MADE ONLY PURSUANT TO A PRIVATE PLACEMENT MEMORANDUM AND PROXY SOLICITATION THAT WILL BE PROVIDED TO ACCREDITED INVESTORS ONLY OR A REGISTRATION STATEMENT, PROSPECTUS AND RELATED MATERIALS THAT PURE ENERGY VISIONS CORPORATION FILES WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. WHEN AVAILABLE, THOSE MATERIALS SHOULD BE READ CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. ONCE FINALIZED, COPIES OF THE OFFER TO PURCHASE AND RELATED DOCUMENTS WILL BE MADE AVAILABLE TO PURE ENERGY SOLUTIONS, INC. SECURITY HOLDERS AT NO EXPENSE TO THEM.

 

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