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TMCNet:  Apivio Provides Update on Nuri Transaction and Urges Shareholders to Tender Before Deadline of May 12, 2017

[May 11, 2017]

Apivio Provides Update on Nuri Transaction and Urges Shareholders to Tender Before Deadline of May 12, 2017

VANCOUVER, May 10, 2017 /CNW/ - Apivio Systems Inc. ("Apivio" or the "Company") (TSXV: APV) previously announced a notice of change in the recommendation set forth in its directors' circular dated February 1, 2017 to recommend that shareholders tender their shares and accept a revised offer from Nuri Telecom Company Limited ("Nuri") to purchase all of the outstanding common shares of Apivio at a price of CAD$0.45 per share (the "Revised Offer").

The Company reports today that, as of the initial deadline to tender on May 2, 2017, a total of 87.14% of all shares had been tendered. The Company understands that Nuri took up and paid for such shares on May 8, 2017. By press release dated May 3, 2017, Nuri announced that it was extending the deadline to tender any further shares to May 12, 2017 at 5:00 pm ET, which constitutes the minimum extension period required under securities laws.

As set out in Nuri's takeover bid circular dated January 17, 2017 ("the Nuri Circular"), Nuri is under no obligation to complete a Compulsory Acquisition or Subsequent Acquisition Transaction to acquire the shares that have not been deposited and has provided no assurances that they will do so.

If Nuri does not acquire 100% of the shares pursuant to its offer for the Company, then any shareholders who have not tendered may remain shareholders of Apivio. As a result, shareholders may be subject to certain risks including but not limited to the following:

  • Inability to exercise control over matters requiring shareholder approval due to the concentration of ownership by Nuri;
  • Inability to meet continued listing requirements under TSX Venture Exchange ("TSXV") rules, including having a minimum 150 public shareholders, resulting in a possible delisting from the TSXV;
  • Delisting of Apivio's shares on any exchange would reduce the liquidity of the market for the shares, which would reduce the price of and increase the volatility of the price of the shares; and
  • The possibility that the Company may cease to be a reporting issuer if it has less than 50 beneficial owners, which would eliminate significant disclosure requirements regarding information about the Company.


Accordingly, the Board of Directors of Apivio STRONGLY RECOMMENDS that all shareholders tender their shares prior to the deadline of 5:00 p.m. ET on May 12, 2017 if they wish to avoid becoming minority shareholders in the Company.

Full details of the Revised Offer and the related documents are available on the Apivio website at www.apivio.com and at www.sedar.com.

To accept the Revised Offer, Apivio shareholders must tender their shares. Please contact D.F. King for instructions, in North America toll-free at 1-800-845-1507 (outside North America 1-201-806-7301) or via e-mail at inquiries@dfking.com.

About Apivio Systems

Apivio Systems Inc. is a Canadian technology company principally engaged in the design, development, marketing, and sale of communications equipment and software.  It has a wholly-owned Korean subsidiary with an established track record of supplying VoIP telephone equipment and other products to major Korean and international telecommunications carriers.

Apivio shares trade on the TSX Venture Exchange under the symbol "APV".  Electronic copies of our financial statements, press releases, and other public information are available on our website at www.apivio.com.

This press release has been prepared by Apivio Systems Inc.  Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Except for the historical and present factual information contained herein, the matters set forth in this news release, including words such as "expects", "projects", "plans" and similar expressions, are forward-looking information that represents management of Apivio's internal projections, expectations or beliefs concerning, among other things, future operating results and various components thereof or the economic performance of Apivio. The projections, estimates and beliefs contained in such forward looking statements necessarily involve known and unknown risks and uncertainties, which may cause Apivio's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those described in Apivio's filings with the Canadian securities authorities. Accordingly, holders of Apivio shares and potential investors are cautioned that events or circumstances could cause results to differ materially from those predicted.

SOURCE Apivio Systems Inc.


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