MCW Energy Group Limited
MCW ENERGY GROUP REPORTS FURTHER PROGRESS ON PROPOSED REVERSE TAKEOVER WITH AXEA CAPITAL CORP AND VOLUNTARILY ENTERING INTO ‘QUIET PERIOD’ FROM DECEMBER 27, 2011.
MCW Energy Group Limited / Key word(s): Mergers & Acquisitions 23.12.2011 / 20:30 --------------------------------------------------------------------- December 23st, 2011: Shediac, New Brunswick, Canada/Frankfurt, Germany: MCW Energy Group, a Canadian holding company involved in oil production/distribution and oil sands recovery technology today announced further progress on its proposed reverse takeover transaction with AXEA Capital Corp., (TSXV:XEA.H). This transaction was originally reported by MCW on December 7th, 2011 ('MCW Energy Group Enters Into Letter of Intent For Reverse Takeover With AXEA Capital Corp. To Facilitate Toronto Exchange Listing.'). About The Proposed Qualifying Transaction: AXEA and MCW Energy Group have agreed to combine their businesses by means of a triangular amalgamation, which is expected to constitute as a qualifying transaction of AXEA as defined by the policies and regulations of the TSX Venture Exchange. This amalgamation will effectively provide for the acquisition of all of the outstanding equity interests of MCW by AXEA, indirectly through a wholly-owned New Brunswick incorporated subsidiary of AXEA, in a transaction in which the shareholders of MCW will receive shares of AXEA, and if applicable, convertible securities of AXEA. As a result of the amalgamation of this 'Amalgamation Entity,' and MCW, AXEA will become the sole beneficial owner of all of the outstanding shares of the amalgamated Corporation. Prior to, or concurrently with the amalgamation, AXEA intends on consolidating the AXEA shares and convertible securities of AXEA on a one-for-three basis. This amalgamation will result in AXEA issuing to MCW shareholders one AXEA share for each two shares of MCW held, and the convertible securities of MCW will be exchanged for convertible securities of AXEA with an exercise price 100% greater than the price of the convertible security prior to the amalgamation. As at the date hereof, MCW has 125,240,000 shares outstanding and no convertible securities exercisable for shares of MCW. Accordingly, if the amalgamation was to be completed today, AXEA would issue an aggregate of 62,620,000 AXEA shares to the shareholders of MCW, termed the 'consideration shares.' Immediately prior to the completion of this amalgamation, there will be 2,582,800 (following completion of the above noted share consolidation) AXEA shares outstanding. Following completion of the amalgamation, the former shareholders of MCW will own approximately 96% of the AXEA shares, and current shareholders of AXEA will hold approximately 4% of the AXEA shares. Accordingly, this amalgamation will constitute a reverse takeover of AXEA. This proposed amalgamation is an arm's length transaction and therefore is not a related party transaction. As a result, no meeting of AXEA shareholders is required as a condition to the completion of the proposed amalgamation. Pursuant to the previously signed Letter of Intent executed by both parties in connection with the amalgamation, prior to the closing of the amalgamation, MCW is permitted to issue up to 3,500,000 shares of MCW from treasury and convertible securities exercisable for up to 10,000,000 shares of MCW. Following the completion of this amalgamation, the Amalgamated Corporation will be a wholly owned subsidiary of AXEA. Completion of this amalgamation is conditional upon all necessary regulatory approvals, including the approval of the Exchange, and other conditions which are typical for a business combination transaction of this nature. After giving effect to this amalgamation, it is expected that AXEA will carry on business under the name 'MCW Energy Group Limited' (or such other name as may be acceptable to applicable regulatory authorities), and the AXEA shares are expected to be listed on the Exchange under a new trading symbol. The companies voluntarily sought trading suspension of their respective shares pending disclosure of material information from December 27, 2011. MCW management feels that a Toronto Venture Exchange listing will increase liquidity for MCW shareholders everywhere (new and existing) and will open up a robust, new forum of North American investors who are well informed on resource issues, especially oil sand investors in Canada. About the MCW Energy Group: MCW Energy Group is a Canadian holding company with two principal portfolio companies: the California-based MCW Fuels, established in 1938, a leading distributor of branded and unbranded gasoline and diesel products throughout the United States, and MCW Oil Sands Recovery, LLC, an oil sands extraction technology company based in Utah, which is focused on providing a new source of domestic oil from America's virtually untapped oil sands resources. With ongoing production of oil from its oil sands leases, would become a profitable supplier of oil to several regional refineries. This new revenue stream would provide strategic leverage for MCW through direct control of oil pricing and supply within its core distribution network. With the combination of a successful petroleum product distribution network and the supply of its own oil, MCW would become a vertically integrated energy company. The company's shares trade on the open market on the Frankfurt Stock Exchange. For more information, please visit the corporate website: www.mcwenergygroup.com North American Investor Relations Contact: Paul Davey, MCW Energy Group 334 Main St., Suite 101 Shediac, NB, E4P 2E5 Canada Tel.: 001 (800) 979-1897 Fax: 001 (866) 571-9615 Mail: info@mcwenergygroup.com Germany/Europe Investor Relations Contact: Jörn Gleisner fr financial relations Tel.: +49 (0)69 95 90 83 20 Fax: +49 (0)69 95 90 83 99 Mail: j.gleisner@financial-relations.de The information does not constitute an offer of or an invitation by or on behalf of MCW Energy Group or any of its subsidiaries to subscribe for or purchase securities of MCW Energy Group or any of its subsidiaries, but is provided as a matter of record only. In particular, the information contained does not constitute an offer of securities for sale or solicitation of an offer to buy securities in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. End of Corporate News --------------------------------------------------------------------- 23.12.2011 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 150914 23.12.2011
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