TORONTO, ONTARIO--(Marketwire - Oct. 31, 2012) -
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION TO U.S. NEWS WIRE SERVICES
The Futura Loyalty Group Inc. (TSX VENTURE:FUT) ("Futura" or the "Company") announces that it is seeking opportunities through a bidding process ending November 30, 2012 supervised under the Companies Creditors Arrangement Act ("CCAA") for: (a) an investment in the Company that would allow it to execute a business plan to achieve profitability; (b) a company with which to merge; and/or (c) entities that would be interested in acquiring some or all of its assets. Futura intends to select the successful bidder(s) by December 10, 2012 and complete a transaction by year end.
"While we are going through this process, the Company will continue to operate and transact issuance for existing and new customers, and execute on opportunities for growth and monetization," said David Campbell, CEO.
The primary assets/attributes of the Company can be broken down into the following business component categories: (a) a Canadian frequent flier currency business, and related technology; (b) the Futura Rewards business and related technology; (c) the Futura US coalition loyalty currency business, and related technology; (d) a pool of approximately $26 million of non-capital tax losses which may be utilized by companies in a like business, or another business; and (e) a TSXV listing.
As part of the sales process, the Company is currently contacting potential investors and/or buyers. Interested buyers will become qualified bidders by demonstrating financial capability to complete a full transaction within a limited time period in order to proceed to the due diligence stage. Any interested firm not contacted by Futura in the sales process may obtain further information by contacting:
All bids for purchase and/or investment must be submitted in writing to the Company and Harris & Partners Inc. (the "Monitor") and received no later than noon (Toronto time) on November 30, 2012 (the "Bid Deadline"). Each potential bidder must submit, before the Bid Deadline, a bid including the identification of the bidder, evidence of corporate authority and proof of its financial ability to perform the transaction to the satisfaction of Futura and the Monitor. A bid should, among other things, be in the form of a binding offer capable of acceptance, irrevocable until one day after closing of the successful bid, and be accompanied by a refundable cash deposit in the form of a wire transfer (to a bank account specified by the Monitor) in an amount equal to the greater of 10% of the purchase price or investment contemplated therein or CDN$100,000.
About The Futura Loyalty Group Inc.
The Futura Loyalty Group Inc. is an industry-leading provider of integrated and stand-alone loyalty solutions for Canadian and American businesses. Futura offers a comprehensive suite of loyalty products and services including access to Aeroplan in Canada and four top frequent flyer programs in the United States. Futura also develops custom programs for companies wishing to develop proprietary loyalty solutions. Futura's loyalty services include member account set up, management and reward redemption platform, a web-based program transaction reporting interface for merchants, a robust offer management system, retail POS Integration for card swipe issuance, loyalty analytics and a proprietary web based reward issuance solution. For more information regarding Futura, visit www.tflg.ca or www.futuraloyaltygroup.com.
Information about Futura's CCAA proceeding, including copies of all Court Orders made, will be available on the Monitor's website at www.harrisreceivers.com/document_library.html.
This news release includes certain forward-looking information that is based upon current expectations, which involve, among other things, risks and uncertainties associated with Futura's business and the restructuring process. Forward-looking information in this news release includes, among other things, statements with respect to the timing and continuance of CCAA protection, the restructuring process and potential opportunities for the restructured business. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking information, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "will", "may", "should", "could", and similar expressions to the extent they relate to Futura or its management. Forward looking information is not historical fact, but reflects Futura's current expectations regarding future results or events. Forward-looking information is subject to a number of risks, uncertainties and assumptions that may cause the actual results of Futura to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Futura. Factors that could cause actual results or events to differ materially from current expectations include, among other things, changes in general economic and market conditions; the uncertainty involved in court proceedings; changes to regulations affecting Futura's activities; the level of merchant participation in Futura's programs; uncertainties relating to the availability and costs of financing needed in the future; the ongoing operation of Futura's business and other factors, including without limitation, those listed under "Economic Dependence" and "Risks and Uncertainties" in Futura's MD&A for the three and twelve month periods ended December 31, 2011.
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 release.