“Open source has always provided a number of benefits, including easing adoption costs, propagating a better understanding of the technology, and allowing for faster evolution and commercialization of products and services based on it,” noted Terry Woloszyn, Founder & CEO, Leeward Security Ltd., in this exclusive Q&A with Cloud Expo Conference Chair Jeremy Geelan. “This is clearly evident with the OpenStack and CloudStack,” Woloszyn continued, “and others that have been quickly commercialized as...| By Marketwire . | Article Rating: |
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| March 7, 2013 12:58 AM EST | Reads: |
396 |
CALGARY, ALBERTA -- (Marketwire) -- 03/07/13 -- Acme Capital Corporation ("Acme") (TSX VENTURE:AMN.P) is pleased to announce that it has entered into a definitive amalgamation agreement (the "Amalgamation Agreement") with Pivot Acquisition Corp. ("Pivot") dated effective March 4, 2013, pursuant to which Pivot will amalgamate (the "Business Combination") with 2342645 Ontario Ltd., a wholly-owned subsidiary of Acme incorporated under the Business Corporations Act (Ontario) (the "OBCA"), to form an amalgamated company substantially on the terms which were previously announced on January 23, 2013. The Business Combination, when completed, will constitute the qualifying transaction of Acme pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual.
Pursuant to the Amalgamation Agreement, at the effective time of the Business Combination: (i) 2342645 Ontario Ltd. and Pivot will amalgamate, with the amalgamated company continuing under the name Pivot Acquisition Corp. ("Amalco"); (ii) each share, excluding Series A Preferred Shares, in the capital of Pivot issued and outstanding immediately prior to the Business Combination will be cancelled and the holders thereof will receive one fully paid and non-assessable Common Share of the resulting issuer; (iii) each Series A Preferred Share in the capital of Pivot issued and outstanding immediately prior to the Business Combination will be cancelled and the holders thereof will receive one fully paid and non-assessable Series A Preferred Share of the resulting issuer bearing terms identical to the Series A Preferred Shares of Pivot; and (iv) the resulting issuer will receive one fully paid and non-assessable Common Share of Amalco for each share of 2342645 Ontario Ltd. owned by Acme immediately prior to the Business Combination becoming effective, following which all shares of 2342645 Ontario Ltd. will be cancelled.
In addition, Acme announces that Pivot has amended the terms of its previously announced private placement offering (the "Offering"). Pivot has entered into an agency agreement dated March 4, 2013 (the "Agency Agreement") with MGI Securities Inc., as lead agent, as well as Byron Capital Markets Ltd. and Marquest Capital Markets, a division of Marquest Asset Management Inc. (collectively, the "Agents"), pursuant to which Pivot and the Agents intend to complete a brokered private placement, which together with a private placement that may be settled directly by Pivot, will be for a minimum of 3,125,000 subscription receipts (the "Subscription Receipts") and up to a maximum of 12,500,000 Subscription Receipts at an offering price of $0.80 per Subscription Receipt for minimum gross proceeds of $2,500,000 and up to maximum gross proceeds of $10,000,000.
Pursuant to the Agency Agreement, the Agents will act on a best efforts agency basis. The Offering is expected to close in conjunction with, or prior to the closing of, the Business Combination and it is contemplated that the Subscription Receipts issued pursuant to the Offering will ultimately be convertible or exchangeable into Common Shares of the resulting issuer upon completion of the Business Combination.
Pivot intends to use the net proceeds of the Offering for future acquisitions, debt reduction, general corporate purposes, working capital and payment of transaction costs to complete the Business Combination.
The Business Combination is subject to the approval of TSX Venture and other necessary regulatory approvals. The completion of the Business Combination is also subject to additional conditions precedent, including the completion of the Offering and the approval of the holders of Class A Common Shares in the capital of Pivot. A filing statement (the "Filing Statement") of Acme containing further details with respect to the Business Combination will be prepared and filed by Acme on SEDAR at www.sedar.com.
About Pivot
Pivot was incorporated under the OBCA on September 8, 2010. The head and registered office of Pivot is located in Toronto, Ontario.
Pivot was founded by John Sculley, Shane Maine and Gord McMillan, with the strategy of creating the leading North American IT Multi Vendor Solutions Provider ("MVSP").
Together with its subsidiaries, Pivot's mission is to identify, acquire and integrate companies in the IT solutions sector. The business strategy emphasizes offering-agnostic, multi-vendor sourcing and implementation solutions of its acquired companies to support, plan and provide for the IT needs of customers through independent and innovative solutions. These Pivot solutions are predominantly focused on the following technology verticals: data centre, storage and virtualization.
To date, Pivot has acquired four businesses in the United States in the MVSP space with a goal to create immediate sales capabilities and geographic presence. Pivot first acquired a substantial portion of the assets and business of California based Applied Computer Solutions in December 2010, which specializes network integration and data centre capabilities. Pivot then acquired Georgia headquartered New ProSys Corp. in January 2011, extending its IT infrastructure, and certain assets involved in the analysis, planning, design, procurement, installation and consultation business of Austin Ribbon and Computer Supplies, Inc. in August 2011, which helped to diversify Pivot's client mix and expand into the government and education sector. Most recently, Pivot acquired the business of San Antonio based Sigma Technology Solutions, Inc. in July 2012, which increased data centre capabilities and expanded the company's footprint.
Pivot has grown to become one of the largest independent MVSPs in North America. Pivot's competitive business model, blue chip client base, and broad service offering positions the company well to capitalize on numerous growth opportunities and further enhance its profitability.
A complete description of the business of Pivot and its subsidiaries will be contained in the Filing Statement.
About Acme
Acme is a capital pool company that completed its initial public offering in June 2011 and the common share in the capital of Acme are listed for trading on the TSX Venture under the stock symbol AMN.P.
Completion of the Business Combination is subject to a number of conditions, including but not limited to, acceptance of the TSX Venture. The Business Combination cannot close until the required approvals are obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Acme should be considered highly speculative.
Except for historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Acme nor Pivot will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Acme.
The securities of Pivot being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for the sale of securities in the United States.
Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) has in any way passed upon the merits of the proposed Business Combination and or approved or disapproved the contents of this press release.
Contacts:
Acme Capital Corporation
Al Kroontje
President, Chief Executive Officer, Chief Financial Officer
and director
(403) 539-4447
Pivot Acquisition Corp.
Greg Gallagher
Chief Executive Officer
(720) 465-9675
Published March 7, 2013 Reads 396
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“Open source has always provided a number of benefits, including easing adoption costs, propagating a better understanding of the technology, and allowing for faster evolution and commercialization of products and services based on it,” noted Terry Woloszyn, Founder & CEO, Leeward Security Ltd., in this exclusive Q&A with Cloud Expo Conference Chair Jeremy Geelan. “This is clearly evident with the OpenStack and CloudStack,” Woloszyn continued, “and others that have been quickly commercialized as...May. 23, 2013 03:00 PM EDT Reads: 1,288 |
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Wowrack’s core expertise lies in high-availability Private and Public Cloud IaaS Hosting Solutions. Wowrack provides a true Hybrid service – where business release all IT management and hardware provisioning – taking the data center and server system administrative headaches off our customer’s shoulders. ...May. 23, 2013 12:15 PM EDT Reads: 1,058 |
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Alistair Farquharson is a visionary industry veteran focused on using disruptive technologies to drive business growth and improve efficiency and agility within organizations. As the CTO of SOA Software A...May. 23, 2013 11:14 AM EDT Reads: 540 |
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nfina Technologies develops, manufactures, and markets highly reliable cloud server products, designed to solve the most demanding data center requirements in mission-critical cloud applications. Nfina’s staff has decades of experience in co...May. 23, 2013 11:00 AM EDT Reads: 1,013 |
By Liz McMillan “Social, mobile, analytics and cloud can’t be looked at as distinct technology trends; they are facets of the same movement and an everyday reality for consumers and businesses alike,” said Craig Sowell, IBM VP of SmartCloud Marketing, in this exclusive Q&A with Cloud Expo Conference Chair Jeremy Geelan. “This means that businesses need to start looking at trends as one: cloud is the delivery, analytics is the unique insight, social is a shareable service, and mobile is the ubiquitous access.”
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SYS-CON Events announced today that OpenStack will exhibit at SYS-CON's 12th International Cloud Expo, which will take place on June 10–13, 2013, at the Javits Center in New York City, New York. OpenStack software controls large pools of compute, storage, and networking resources throughout a datacenter, all managed by a dashboard that gives administrators control while empowering their users to provision resources through a web interface.
OpenStack powers some of the most widely-used SaaS app...
SYS-CON Events announced today that Wowrack will exhibit at SYS-CON's 12th International Cloud Expo, which will take place on June 10–13, 2013, at the Javits Center in New York City, New York.
Wowrack’s core expertise lies in high-availability Private and Public Cloud IaaS Hosting Solutions. Wowrack provides a true Hybrid service – where business release all IT management and hardware provisioning – taking the data center and server system administrative headaches off our customer’s shoulders. ...
Many have heard of OAuth but are unsure of how it might apply to their business.
In his session at the 12th International Cloud Expo, Alistair Farquharson, CTO of SOA Software, will describe how OAuth can be used to facilitate certain business models and simplify the sharing of private data.
Alistair Farquharson is a visionary industry veteran focused on using disruptive technologies to drive business growth and improve efficiency and agility within organizations. As the CTO of SOA Software A...
SYS-CON Events announced today that nfina Technologies, a provider of highly reliable cloud server products, will exhibit at SYS-CON's 12th International Cloud Expo, which will take place on June 10–13, 2013, at the Javits Center in New York City, New York.
nfina Technologies develops, manufactures, and markets highly reliable cloud server products, designed to solve the most demanding data center requirements in mission-critical cloud applications. Nfina’s staff has decades of experience in co...
“Social, mobile, analytics and cloud can’t be looked at as distinct technology trends; they are facets of the same movement and an everyday reality for consumers and businesses alike,” said Craig Sowell, IBM VP of SmartCloud Marketing, in this exclusive Q&A with Cloud Expo Conference Chair Jeremy Geelan. “This means that businesses need to start looking at trends as one: cloud is the delivery, analytics is the unique insight, social is a shareable service, and mobile is the ubiquitous access.”
...
In his session at the 12th International Cloud Expo, Dave Eichorn, Global Data Center Practice Head at Zensar, will share a case study describing how a utility services company handled the migration of its Microsoft platform to the cloud. Challenged with the time-consuming task of opening operations out of temporary offices, this company struggled with the need to simultaneously access data that was accumulated from a vast amount of data-intensive jobs. Zensar migrated the company’s application ...
Organizations across the world are increasingly starting to see the benefits of moving more and more services to the cloud. The focus on the cost-saving potential of cloud is rapidly shifting to completely transforming the business with cloud. As organizations are investing enormous sums on technology they are starting to realize that in order to maximize the return on investment and accelerate the business transformation process the first area of focus should be people. By ensuring the organiza...
You're getting pitched every day from your legacy enterprise software and hardware vendors about "cloud." They're doing an amazing job of convincing your CIO and CTO about what cloud is and how you should use it. The reality is they're defending their shrinking market share and keeping you on the legacy treadmill for as long as they can by selling you solutions that aren't "cloud."
In her session at the 12th International Cloud Expo, Niki Acosta, Cloud Evangelista for Rackspace, will talk thro...
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Cloud computing is now a widely reported, if not accepted, IT movement that, depending on who you talk to, has changed or is changing the way businesses utilize infrastructure.













