BPLI Holdings Inc. (“BPLI” or the “Company“) (TSXV: BPLI) announced today that, pursuant to the previously announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement“), Rizbollo Holdings Limited (“Rizbollo”) and Name 3 Capital Inc. (“Name 3”), acting through a wholly-owned subsidiary, 12491125 Canada Inc. (“Acquisitionco”), have indirectly acquired all of the issued and outstanding common shares of BPLI (“Shares“) effective today at a price of C$0.23 per Share other than certain Shares beneficially owned or controlled by Rizbollo and Name 3 which were acquired for common shares of Acquisitionco. As part of the Arrangement, Acquisitionco and BPLI have amalgamated to form an amalgamated corporation which will carry on business as BPLI Holdings Inc.
A detailed description of the Arrangement is set out in BPLI’s management information circular dated February 25, 2021 (the “Circular“). Shareholders can obtain a copy of the Circular as filed with applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com. A Letter of Transmittal was mailed to registered shareholders of BPLI (“Shareholders“) along with the Circular and is also available on SEDAR at www.sedar.com. The Letter of Transmittal explains how Shareholders can deposit and obtain payment for their Shares. Shareholders must return their duly completed Letter of Transmittal to the depositary, Computershare Trust Company of Canada, in order to receive the consideration to which they are entitled for their Shares. Non-registered shareholders who hold Shares in brokerage accounts or with other financial intermediaries should carefully follow the instructions from any brokers or other financial intermediaries that hold Shares on their behalf.
BPLI intends to apply to cease to be a reporting issuer under applicable securities laws. Shares will be delisted from trading on the TSX Venture Exchange (the “TSXV“) at the close of business on April 19, 2021.
BPLI Holdings Inc. is the holding company for its investments in Bluedrop Training and Simulation and Bluedrop Learning Networks. Our companies are innovators in both the development of workplace e-learning and simulation as well as the way large organizations deliver, track and manage training. Our two divisions serve the world’s leading aerospace and defence organizations as well as broad cross sections of organizations focused on managing system wide health and safety and developing the skills of external workforces. BPLI is creating the workforce of the future by improving the effectiveness, speed and cost of training delivery and management.
For more information, visit www.bpli.ca. You can follow us on Twitter: @Bluedrop_BPL.
This news release may contain “forward-looking information” as defined in applicable Canadian securities legislation. Such forward-looking statements typically contain statements with words such as “anticipate,” “expect,” “intend,” “estimate,” “propose,” or similar words suggesting future outcomes or statements regarding an outlook. More particularly and without limitation, this news release contains forward-looking information and statements concerning the timing and anticipated receipt of required regulatory approvals, anticipated timing for delisting of the Shares from the TSXV and BPLI’s intention to apply to cease to be a reporting issuer under applicable Canadian securities laws. All statements other than statements of historical fact, included in this release, constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management’s control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.
For additional information with respect to risk factors applicable to BPLI, reference should be made to BPLI’s continuous disclosure materials filed from time to time with securities regulators. The forward-looking information contained in this release is made as of the date of this release and BPLI does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.