TORONTO, Sept. 11, 2018 (GLOBE NEWSWIRE) — Tangelo Games Corp. (“Tangelo” or the “Company”) (TSX-VENTURE: GEL) is pleased to announce that shareholders of Tangelo (“Tangelo Shareholders“) have approved the previously announced arrangement transaction pursuant to which GoGel Holdings Inc. will acquire all of the issued and outstanding common shares of Tangelo (the “ Tangelo Shares“) by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement“). Pursuant to the Arrangement, each Tangelo Shareholder will receive cash consideration of $0.02565 for each Tangelo Share held.
Approximately 30% of the issued and outstanding Tangelo Shares were represented in person or by proxy at the annual and special meeting of Tangelo held today (the “Tangelo Meeting“). Approximately 91% of the Tangelo Shares represented at the Tangelo Meeting were voted in favour of the Arrangement. Additionally, all items relating to annual matters at the Tangelo Meeting were approved by Tangelo Shareholders, as such items are further described in the management information circular of Tangelo dated August 10, 2018 that is available on SEDAR at www.sedar.com.
Tangelo has applied for a final order of the Ontario Superior Court of Justice (Commercial List) for approval of the Arrangement. Subject to final court approval being obtained and the satisfaction or waiver of all remaining closing conditions, the Arrangement is expected to become effective on or about September 18, 2018. Following completion of the Arrangement, Tangelo will make an application to have the Tangelo Shares delisted from the TSX Venture Exchange and an application will also be made for Tangelo to cease to be a reporting issuer in the applicable jurisdictions.
About Tangelo Games Corp.:
Tangelo Games Corp., the parent company of Tangelo Israel and Tangelo Spain, is a developer of social and mobile gaming for desktop, iOS and Android platforms. Tangelo Israel and Tangelo Spain design, develop and distribute their top ranked social casino-themed games within online social networks (such as Facebook) and mobile platforms (such as Android and iPhone). All of the Tangelo Israel and Tangelo Spain games are free to play and generate revenue primarily through the in-game sale of virtual coins.
For further information, please contact:
Spyros P. Karellas
President & CEO
Pinnacle Capital Markets LTD.
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws. These statements and information include information and statements as to management’s expectations with respect to, among other things, the expected application for a final order of the Ontario Superior Court of Justice, the completion of the Arrangement, the application to have the Tangelo Shares delisted from the TSX Venture Exchange, and the application of Tangelo to cease to be a reporting issuer in the applicable jurisdictions. Often, but not always, forward-looking statements and information can be identified by the use of words such as “may”, “will”, “should”, “plans”, “expects”, “intends”, “anticipates”, “believes”, “budget”, and “scheduled” or the negative thereof or variations thereon or similar terminology. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned that any such forward-looking statements and information are not guarantees and there can be no assurance that such statements and information will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Tangelo’s expectations are disclosed in Tangelo’s continuous disclosure documents which are filed with Canadian regulators on SEDAR (www.sedar.com), including in the management information circular that was mailed to Tangelo shareholders in advance of the Tangelo Meeting. Such factors include, amongst others, the receipt of all necessary approvals to complete the arrangement, the timing of the meeting, the receipt of any superior proposals, and the completion of all conditions to the arrangement. Tangelo expressly disclaims any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, except as required by applicable law. All written and oral forward-looking statements and information attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.