Update on Arius3D's Agreement to Acquire Masterfile

Posted on 11/1/2011 by Jim Pickerell | Printable Version | Comments (0)

Arius3D Corp. and Masterfile Corporation have agreed to extend to November 30, 2011 the closing of the previously announced proposed acquisition by Arius3D of all of the issued and outstanding securities of Masterfile.

On August 19, 2011, Arius3D and Masterfile announced that Arius3D had entered into an agreement (the "Share Purchase Agreement") with the shareholders of Masterfile to purchase, on certain conditions, all the securities of Masterfile for CDN $21,379,580, and that the closing of such transaction was expected to be October 31, 2011.
The closing of the transaction has been extended to November 30, 2011 in order to facilitate the financing efforts of Arius3D. In addition, the Company has agreed to release to Masterfile, on November 4, 2011, $450,000 (the "Released Amount") of the $750,000 that had been put in escrow in order to secure the payment of a termination fee. The remaining termination fee of $300,000 shall continue to be payable to Masterfile in certain circumstances, including:

 (i) if Arius3D chooses not to complete the transaction if TSX Venture Exchange (the "TSXV") approval is not obtained or if prior to November 4, 2011 Arius3D is not satisfied with the results of its due diligence investigation or
(ii) if Masterfile chooses not to complete the transaction if TSXV approval is not obtained, or if on or prior to the day which is 3 business days prior to the closing date written evidence is not provided to Masterfile that Arius3D has secured financing to enable it to pay the maximum amount of the cash portion of the purchase price, or if Arius3D does not provide funds to enable Masterfile to repay approximately $3 million of debt held by two lenders of Masterfile.
Arius3D is publicly traded and listed on the TSX Venture Exchange trading under the symbol "LZR". Arius3D creates imaging solutions that allow organizations to capture and share unique physical objects in digital form. Arius3D offers 3D imaging systems and services to a growing 3D image library. The Arius3D technology supports wide ranging applications in culture and heritage, entertainment, education and product design with a primary focus of generating image license recurring revenues from rich media content. Arius3D has its head office located in Mississauga, Ontario.

Copyright © 2011 Jim Pickerell. The above article may not be copied, reproduced, excerpted or distributed in any manner without written permission from the author. All requests should be submitted to Selling Stock at 10319 Westlake Drive, Suite 162, Bethesda, MD 20817, phone 301-251-0720, e-mail: wvz@fpcubgbf.pbz

Jim Pickerell is founder of www.selling-stock.com, an online newsletter that publishes daily. He is also available for personal telephone consultations on pricing and other matters related to stock photography. He occasionally acts as an expert witness on matters related to stock photography. For his current curriculum vitae go to: http://www.jimpickerell.com/Curriculum-Vitae.aspx.  


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