VOTI DETECTION FILES A NOTICE OF INTENTION TO MAKE A PROPOSAL UNDER THE BIA
October 12, 2022
(TSXV: VOTI) VOTI Detection Inc. (the "Company") announces that the Company and its subsidiary VOTI Inc. (collectively, "VOTI") have filed a Notice of Intention to Make a Proposal ("Notice of...
MONTREAL, Oct. 12, 2022 /CNW/ - (TSXV: VOTI) VOTI Detection Inc. (the "Company") announces that the Company and its subsidiary VOTI Inc. (collectively, "VOTI") have filed a Notice of Intention to Make a Proposal ("Notice of Intention") pursuant to the provisions of Part III of the Bankruptcy and Insolvency Act (Canada) (the "BIA") with PricewaterhouseCoopers Inc. as the proposal trustee (the "Trustee") who will assist VOTI in its restructuring efforts.
The filing of the Notice of Intention has the effect of imposing an automatic 30-day stay of proceedings that will protect VOTI and its assets from the claims of creditors while VOTI continues to pursue its restructuring efforts. This 30-day period may be extended with the authorization of the Superior Court of Québec (Commercial Division). VOTI has taken this action under the BIA as the most expeditious and economical manner of addressing the interests of its creditors, further to the strategic review of alternatives previously announced by the Company on June 27, 2022.
While VOTI is exploring all strategic and financial alternatives to maximize stakeholder value in the Notice of Intention proceedings, it has suspended its operations.
Management will work closely with VOTI's board of directors (the "Board"), its advisors and the Trustee, in order to secure financing to allow VOTI to pursue its restructuring efforts for the benefit of all of its stakeholders.
Provided that it is successful in its efforts to secure financing, VOTI intends to conduct a sale and investment solicitation process (the "SISP") with the assistance of Stifel GMP, acting as financial advisor and the Trustee. The SISP is intended to solicit interest in, and opportunities for, transactions involving VOTI's business and assets and including, without limitation, a sale of all or a portion of VOTI's assets, a merger or other business combination, or other similar transactions or combination thereof.
There can be no assurance that the SISP will result in a transaction or, if a transaction is proposed, that it will be successfully concluded in a timely manner or at all. The failure of VOTI to achieve its restructuring goals through an approved proposal would result in VOTI being deemed to have made an assignment into bankruptcy.
Other information about the Notice of Intention proceedings will be available on the Trustee's website at http://www.pwc.com/car-VOTI.
Trading in the Common Shares of VOTI
As a result of the filing of the Notice of Intention, trading in the common shares of the Company on the TSX Venture Exchange ("TSXV") has been halted. There is no certainty as to timing or likelihood that the Company's common shares will recommence trading on the TSXV. In accordance with TSXV procedures, it is expected that the common shares of the Company will be downgraded to the NEX, where they are expected to remain halted pending further review by the TSXV.
The Company will provide a further update on these matters once more information is available.
As of the time of this release, the Board is currently composed of four members. There have not been any resignations on the Board in connection with the filing of the Notice of Intention; however, there are no assurances that the Board, as currently in place, will remain as such pending the outcome of the foregoing.
VOTI's legal advisor in connection with the Notice of Intention proceedings and SISP is Osler, Hoskin & Harcourt LLP. VOTI's financial advisor is Stifel GMP.
VOTI, headquartered in, and listed on the TSX Venture Exchange, is a leading-edge Canadian technology company that develops latest-generation X-ray security systems based on 3D Perspective™ technology. VOTI's technology produces remarkably sharp and more revealing X-ray images that are competitively superior while delivering enhanced threat detection capabilities and an improved user experience. Since its inception, VOTI has installed scanners in more than 50 countries and has consulted heavily with government agencies and security specialists worldwide to develop feature-rich and easy-to-use scanners that meet the sophisticated needs of modern security screening operations. www.votidetection.com
Neither 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 release.
This release includes forward-looking information and forward-looking statements within the meaning of Canadian securities laws regarding VOTI and its business, including, without limitation, statements regarding VOTI's ability to (i) secure financing, (ii) conduct a SISP, (iii) realize the value of its assets, (iv) complete a creditor proposal, bankruptcy, or complete a restructuring, as well as statements relating to the composition of the Board. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of VOTI and are based on assumptions and subject to risks and uncertainties. Although the management of VOTI believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of the risk factors identified in VOTI's most recently filed management's discussion and analysis and in other publicly filed documents under VOTI's profile on SEDAR at www.sedar.com, as well as other unknown risks. Although VOTI has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and VOTI does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE VOTI Detection Inc.