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GuestLogix Inc. Proposes to Sell Its OpenJaw Business to TravelSky and Announces Cease Trade Order
April 6, 2016
GuestLogix Inc. ("GuestLogix" or the "Company") today announced that it has entered into a definitive share purchase agreement in respect of the sale of all of the shares that its wholly-owned subsidiary, GuestLogix Ireland Limited, owns in OpenJaw Technologies Inc. to an affiliate of TravelSky Technology Limited (the "OpenJaw Transaction"). The OpenJaw Transaction resulted from the previously announced court-approved sale and investment solicitation process ("SISP") conducted under the Companies' Creditors Arrangement Act ("CCAA") under the supervision of PricewaterhouseCoopers Inc., the court appointed monitor (the "Monitor") and the direction of the Board of Directors of the Company with the assistance of Canaccord Genuity Corp., the financial advisor to the Company. The Company continues to operate its business under the direction of the Board of Directors of the Company.
The OpenJaw Transaction is subject to the approval of the Ontario Superior Court of Justice (the "Court"). GuestLogix expects to bring a motion before the Court to obtain the required approvals for the completion of the OpenJaw Transaction. Additional terms of the OpenJaw Transaction will be disclosed as the OpenJaw Transaction progresses, applicable approvals are obtained and the OpenJaw Transaction is completed. Closing of the OpenJaw Transaction is scheduled to occur on or before May 6, 2016 following the approval of the Court as well as satisfaction of certain other conditions.
The OpenJaw Transaction does not include any of the assets of the Company's onboard business.
A Court date is scheduled for April 13, 2016 to hear the Company's motion to approve the OpenJaw Transaction.
The Company also announced today that the Company's principal regulator, the Ontario Securities Commission, has issued a cease trade order effective April 5, 2016 which ceases all trading in securities of the Company as a result of the Company's failure to file its consolidated audited financial statements for the period ended December 31, 2015 (the "2015 Annual Financials") and related management's discussion and analysis within the timeline prescribed by National Instrument 51-102 - Continuous Disclosure Obligations.
As previously announced by press release on March 14, 2016, the Company does not currently intend to prepare or file the 2015 Annual Financials in light of the ongoing proceedings under the CCAA.