MetroBridge Announces Sale of Vancouver Assets
METROBRIDGE NETWORKS INTERNATIONAL INC.
45 West 7th Avenue Vancouver, British Columbia V5Y 1L4 Tel. No. (604) 628-1240 ♦ Fax No. (604) 628-2650
MetroBridge Announces Sale of Vancouver Assets
Vancouver, British Columbia – April 27, 2011 – MetroBridge Networks International Inc. (the “Company”) announces that it has entered into a definitive asset purchase agreement with TeraGo Networks Inc. (“TeraGo”), which is the wholly owned subsidiary of TeraGo Inc. (TSX:TGO - www.terago.ca).
Under the terms of the agreement, TeraGo will acquire substantially all of the Company’s customers, related network infrastructure, real estate leases, and other assets. The transaction is expected to close on or about May 31, 2011, subject to confirmatory diligence to be completed to TeraGo’s satisfaction, financing and other customary closing conditions, including approval of the Company’s shareholders. To this end, the Company has called an annual and special meeting of its shareholders on or about May 26, 2011, at which time shareholders will be asked to approve the transaction. The transaction is also subject to the approval of the TSX Venture Exchange.
The purchase price is expected to be approximately $6 million with 70% payable on the closing date and the remaining 30% payable following a final recurring revenue calculation to be completed for the 180 day period following the closing date. The total price will be adjusted for any liabilities assumed by TeraGo and any change in the monthly recurring revenue between the date of signing the purchase agreement and the 180th day following the closing date. The purchase agreement also provides a $750,000 break fee payable to TeraGo under certain circumstances.
For further information please contact:
Martin Bajic, Chief Financial Officer Tel: (604) 628-1240 Fax: (604) 628-2650
This news release contains certain statements that may be deemed “forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors should change, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.