CALGARY, AB / ACCESSWIRE / April 26, 2024 / Real Time Measurements Inc. (the "Company") announced today that it has entered into an asset purchase agreement to sell all of the Company's construction assets to ScarlettPL Tools Ltd. (the "Purchaser"), a private Alberta company (the "Vend-out Transaction"). The Purchaser will purchase all assets related to the Company's downhole pressure gauge business that are used in the oil and gas industry, being substantially all assets of the Company, for $200,000 (CDN), subject to customary post-closing adjustments. The purchase price will be paid by way of cash on the closing date. The Vend-out Transaction is arm's length.
In early 2023, the Board of Directors (the "Board") of the Company directed management to review strategic alternatives to identify opportunities to enhance shareholder value including, but not limited to the potential sale of some or all of the Company's assets, alternative financing options or strategic relationships. The Board felt that the review was required due to the lack of revenue increases, working capital deficiencies, cost of being a reporting issuer, and accrued deficits over the past 20 years. Management and the Board have concluded this transaction is in the best interest of the Company and its shareholders.
After completion of the Vend-out Transaction, it is expected that the Company will have no core assets and the Company will cease to be a downhole pressure gauge business in the oil and gas industry. The Company has not been listed on any Canadian exchange since 2012. Also, upon the completion of the Vend-out Transaction, the Company may change its name, complete a share consolidation, and will reconstitute its board of directors (the "Reorganization").
The completion of the Vend-out Transaction is subject to a number of conditions including the Company having received all required board of directors, shareholder, and regulatory approval as well as completion of satisfactory due diligence by the Purchaser prior to closing.
Background to Vend-out Transaction
Since 2012, the Company's cash flows from operations have not been at a level to sustain profitable operations with any consistency. The Company has a small share of the mature market for oilfield downhole pressure gauges. Due to the Company's limited finances, it follows that the Company has neither the financial nor personnel resources to develop new products and expand its market share and profitability. The Company has been unable to access adequate funds at satisfactory levels through the public markets to fund any future expansion. Accordingly, the Board directed management to review alternatives for the Company including, but not limited to, the potential sale of some or all of the Company's assets, alternative financing options or potential strategic relationships. Management reported to the Board that as a result of their review, management did not believe that the Company would, in the foreseeable future, be able to sustain operations from cash flows, nor would the Company be able to raise money at acceptable levels through the capital markets or by debt financing. During the past few years, the Company has developed an increasing economic dependency on only a few key customers and its business is vulnerable to any changes in these customers. The completion of the Vend-out Transaction and the Reorganization would allow the Company to realize some value for its existing limited business and seek alternative businesses in the hopes of enhancing shareholder value in the future.
Given the fact that the proposed Vend-out Transaction will result in the sale of substantially all of the operating assets of the Company, the Board considered the future prospects of the Corporation and whether the proposed transaction was fair and reasonable to, and in the best interest of the Company and its shareholders. In February 2024, the Company received an offer from the Purchaser for $200,000 (CDN) to acquire the assets related to the downhole pressure gauge business. This offer was consistent with the Company's internal valuation of its downhole pressure gauge business. As a result of management's review of operations and lack of other purchasers, the Board concluded that:
- On a "go forward" basis, the business prospects of the Company operating as a small downhole pressure gauge business are limited;
- Access to capital by the Company through the public markets or by a debt financing is unlikely;
- Cash flow from projects will not in the foreseeable future sustain operating costs and the Company's current working capital deficiency and accumulated deficits will continue; and
- No other suitable arms length purchaser for the assets or business operations of the Company has been identified other than the Purchaser.
Based on the foregoing, the Board further concluded that it would be in the best interests of the shareholders of the Company to proceed with the Vend-out Transaction and for the Company to seek alternative business opportunities in the hopes of enhancing shareholder value. Accordingly, the Board resolved to proceed with the Vend-out Transaction and that the transaction be submitted to the shareholders for their review and approval at a properly constituted shareholders meeting. Accordingly, a Special shareholders meeting has been scheduled for May 22, 2024 to consider, among other matters, and vote upon the Vend-out Transaction.
Subject to the completion of all conditions, the Vend-out Transaction is expected to close on or before May 31, 2024.
The Company wishes to express its thanks to all shareholders for their support and patience over the past several years.
For further information please contact:
Mr. Glenn Boyd, President Real Time Measurements Inc.
Suite 113, 12111 - 40th Street SE
Calgary, Alberta T2Z 4E6 T: 403 720 3444
www.rty.ca
COMPLETION OF THE PROPOSED VEND-OUT TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO SHAREHOLDER APPROVAL. THIS TRANSACTION CANNOT CLOSE UNTIL THE REQUIRED SHAREHOLDER APPROVAL IS OBTAINED. THERE CAN BE NO ASSURANCE THAT THIS TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL.
INVESTORS ARE CAUTIONED THAT, EXCEPT AS DISCLOSED IN THE MANAGEMENT INFORMATION CIRCULAR WHICH IS TO BE MAILED TO SHAREHOLDERS, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE PROPOSED VENDOUT TRANSACTION MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON.
SOURCE: Real Time Measurements Inc.
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