Business
Sylogist to Acquire Epic Data International Ltd.
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About this update from Sylogist Ltd.
[{"type":"text","content":"\n\n\n\n\n\n/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE\n SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./\n\n\nCALGARY and VANCOUVER, May 8, 2013 /CNW/ - Sylogist Ltd. (TSXV:SYZ)\n (\"Sylogist\") and Epic Data International Ltd (TSXV:EKD) (\"Epic Data\"),\n are pleased to announce that they have entered into an agreement (the\n \"Arrangement Agreement\") pursuant to which Sylogist will acquire 100%\n of Epic Data's shares and, thereby, Epic Data's existing proprietary\n enterprise application software, all existing customer relationships,\n customer contracts, as well as its tax pools.  The transaction\n (\"Transaction\") will be effected by way of plan of arrangement under\n the Business Corporations Act (British Columbia).\n\n\nUnder the Transaction, Sylogist will pay CDN $5 million cash\n consideration (net of working capital adjustments) for Epic Data and\n will acquire all of the outstanding shares of Epic Data.  Epic Data has\n formed a new company, Epic Fusion Corp. (\"Newco\"), which will acquire\n Epic Data's business in China and be operated by Epic Data's current\n senior management.  In connection with the Transaction, Newco will\n receive the cash consideration payable by Sylogist, Epic Data's\n existing interests in China (including its ownership in Epic Data\n Systems (Shanghai) Co. Ltd. and Epic-Hust Technology (Wuhan) Co. Ltd.)\n and a perpetual license entitling it to use specific Epic Data software\n (known as IntegraMES, for use in manufacturing facility applications)\n in the Peoples' Republic of China (\"PRC\").  Under the terms of the\n license, Newco will agree not to compete with Epic Data in its current\n business outside the PRC.  Newco intends to seek a listing with the TSX\n Venture Exchange following completion of the Transaction.\n\n\nIn consideration of these asset transfers and perpetual license, Newco\n will assume Epic Data's outstanding loans and debentures and issue\n Newco shares to Epic Data.   Epic Data will in turn reorganize its\n share capital, such that upon completion of the Transaction Epic Data\n shareholders will receive Newco shares in the same proportion as their\n holdings of Epic Data.  Sylogist will acquire all of the outstanding\n common shares of Epic Data for nominal cash consideration, which cash\n cons...