Bluedrop Learning Performance Inc. To Acquire Atlantis Systems Corp

Link to News Release:  http://www.bluedrop.com/news-events/press-releases/bluedrop-performance-learning-inc-to-acquire-atlantis-systems-corp/

Bluedrop Performance Learning Inc. to Acquire Atlantis Systems Corp.

St. John's, Newfoundland and Halifax, Nova Scotia, November 11, 2013 - Bluedrop Performance Learning Inc. ("Bluedrop") (TSX-V: BPL) and Atlantis Systems Corp. ("Atlantis") (NEX: AIQ.H) jointly announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Bluedrop will indirectly acquire all of the issued and outstanding common shares of Atlantis (each, an "Atlantis Share") for CDN$1.0 million in cash by way of plan of arrangement under the Canada Business Corporations Act (the "Arrangement").

The exact per-share consideration to be paid to Atlantis shareholders will be based on the total number of Atlantis Shares issued and outstanding immediately prior to the consummation of the Arrangement.

Based on an anticipated effective date for the closing of the Arrangement (the "Effective Date") of December 31, 2013, there is expected to be 36,241,578 Atlantis Shares issued and outstanding as of that date (following the issuance of 26,007,895 Atlantis Shares to ComVest Capital LLC ("ComVest") upon the conversion of a convertible note issued to ComVest in October 31, 2011 (in the aggregate amount of

USD$7,646,107 in principal and interest as of October 31, 2013) (the "CV Convertible Note") at a conversion rate of USD$0.30 per Atlantis

Share) and the per-share consideration to be paid to Atlantis shareholders would therefore be approximately CDN$0.02760 per Atlantis Share. The per-share consideration will be moderately reduced if the Effective Date occurs after December 31, 2013 as the number of Atlantis Shares issuable to satisfy the principal and accrued interest under the CV Convertible Note will be higher.

ComVest, Atlantis' controlling shareholder which holds 66.1% of the issued and outstanding Atlantis Shares, has entered into a lock-up agreement with Bluedrop pursuant to which ComVest has, among other things and subject to certain conditions, agreed to irrevocably vote its Atlantis Shares in favour of the Arrangement. ComVest has also agreed to reorganize the terms of its existing debt with Atlantis on terms acceptable to Bluedrop, including the conversion of the CV Convertible Note and the amendment of an existing term note in the amount of USD$6,675,365 as of October 31, 2013 (the "CV Term Note").

The total indebtedness under the CV Term Note will be reduced to

CDN$3,000,000 and will be evidenced by three secured notes, which will be convertible in certain circumstances into common shares of Bluedrop ("Bluedrop Shares").

The Arrangement is expected to close in late December 2013, subject to the fulfillment of a number of customary conditions precedent, including the approval of the Supreme Court of Nova Scotia and the absence of any material adverse effect with respect to Atlantis. The Arrangement will also be subject to approval by: (i) at least two-thirds of the Atlantis Shares represented in person or by proxy at a special meeting of Atlantis shareholders (the "Special Meeting") to be called to consider the Arrangement, and (ii) at least a majority of Atlantis Shares represented in person or by proxy at the Special Meeting, other than Atlantis Shares held by ComVest or the Garvy Trust, a private trust that has an interest in the CV Convertible Note. A management proxy circular will be mailed to Atlantis shareholders in late November in connection with the Special Meeting.

The Special Meeting is expected to be held in mid-December 2013.

A copy of the Arrangement Agreement will be available on SEDAR at www.sedar.com.

Atlantis' Board of Directors, after consultation with its financial and legal advisors, and based on the recommendation of a special committee of the Atlantis' Board of Directors (the "Special Committee"), has unanimously determined that the Arrangement is fair to Atlantis' shareholders, other than ComVest and the Garvy Trust, and will recommend that Atlantis' shareholders (other than ComVest and the Garvy Trust) vote in favour of the Arrangement. PricewaterhouseCoopers LLP, acting as financial advisor to the Special Committee, has provided an opinion that, based upon and subject to the assumptions, limitations, and qualifications in such opinion, the Arrangement is fair, from a financial point of view, to Atlantis' shareholders, other than ComVest and the Garvy Trust.

Emad Rizkalla, Bluedrop's founder and CEO, commented: "This is a transformational transaction for Bluedrop and our shareholders. Adding Atlantis' strong history in simulation and dedicated employees, and integrating Atlantis' customers and operations into Bluedrop, will create a new force in the Canadian training and simulation marketplace."

"This strategic union will enhance the companies' competitive positioning in an evolving market, creating new growth", said Ken Howard, CEO of Atlantis. "Atlantis brings over 35 years of legacy training solutions and strong customer relationships and together with Bluedrop we are excited about bringing our combined capability to market."

Bluedrop has received committed financing of CDN$3,000,000 from Difference Capital Financial Inc. ("Difference") in connection with the completion of the Arrangement. Under the terms of the financing commitment, Bluedrop will issue, immediately prior to the Effective Date of the Arrangement, unsecured debentures to Difference, which will be convertible into Bluedrop Shares at a conversion rate of

CDN$0.15 per Bluedrop Share. The debentures will have a term of three years and will bear interest at the rate of 14% per annum.

About Bluedrop

Bluedrop Performance Learning Inc. (TSX-V: BPL) is an innovator in workplace training for individuals, corporations, defence and aerospace, and governmental clients. Launched in 2004, the company has six offices and over 120 employees. Bluedrop is transforming the workplace globally by designing, developing and delivering some of the most effective and scalable skills development programs. Bluedrop was recently recognized as one of the Top 3 eLearning companies in Canada by Backbone Magazine in their "Best of Everything in Canadian Tech" issue.

For more information, visit www.bluedrop.com.

About Atlantis

Atlantis Systems Corp. (NEX: AIQ.H) uses its core capabilities in simulation-aided design and engineering and eLearning, combined with various technology tools, to help customers in military and commercial markets to ensure the feasibility, capability, and effective utilization of their complex assets. In more than 30 years of operation, Atlantis has developed a solid reputation for its creative workforce and innovative solutions in supporting global OEM customers and defence organizations. To learn more, please visit the company's web site at www.atlantissc.com.


 

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