Science & Technology
Science and Technology
Science and Technology
Wed, February 2, 2011
Tue, February 1, 2011
WELLPOINT SYSTEMS INC. ANNOUNCES APPOINTMENT OF RECEIVER
CALGARY, Feb. 1 /CNW/ - WellPoint Systems Inc. ("WellPoint" or the "Company") (TSXV: WPS) today announced that Quorum Oil and Gas Technology Fund Limited obtained an Order (the "Alberta Proceedings") from the Court of Queen's Bench of Alberta (the "Alberta Court") on January 31, 2011 (the "Alberta Order") appointing Ernst & Young Inc. (the "Receiver") as receiver and manager of all the current and future assets, undertakings and properties of every nature and kind whatsoever, including all proceeds thereof (the "Property") of the Company and of WellPoint Systems, Inc., WellPoint Systems (USA), Inc. and WPS Systems, Inc. (WellPoint Systems, Inc., WellPoint Systems (USA), Inc. and WPS Systems, Inc. collectively referred to as the "US Entities"). Prior to the appointment of the Receiver, all of the Company's directors resigned from their positions as directors of the Company.
The terms of the Alberta Order do not apply to the Property of the US Entities until the Receiver obtains an order in the United States from a court of competent jurisdiction granting recognition of the Alberta Proceedings under Chapter 15 of Title 11 of the United States Code on terms acceptable to the Receiver (the "US Recognition Order").
As part of the Alberta Order, the Alberta Court approved a sales process for all or substantially all of the Property (the "Sales Process") that will be administered by the Receiver. Pursuant to the Sales Process, the Receiver is to apply to the Alberta Court for an order authorizing it to enter into an asset purchase agreement (the "Credit Bid APA") with WellPoint Acquisitionco Inc. ("WAI"). WAI is a Delaware corporation formed by two of the Company's secured creditors, Quorum Oil and Gas Technology Fund and Sirocco Holdings Inc. In the event that one or more Superior Offers (as defined in the Sales Process) are received pursuant to the Sales Process, the Receiver shall provide the person or persons making the Superior Offers and WAI an opportunity to make further bids. In the event that no Superior Offers are received, WAI will acquire all or substantially all of assets of the Company and the US Entities pursuant to the Credit Bid APA.
It is expected that the Company's principal business units will continue operations during the Sales Process. The Receiver's present understanding is that the US Entities will continue to market and sell their respective solutions, and support and service all new and existing customers. The management of the Company is cooperating with the Receiver and is supportive of the Sales Process and the restructuring to be effected during the receivership.
About WellPoint Systems Inc.
WellPoint Systems delivers software solutions and services that transform complex data into Business Insight for more than 450 companies in 60 countries worldwide. WellPoint Systems is recognized as a leader in providing Financial, Energy Marketing and Trading solutions to the Oil and Gas industry with its award winning BOLO, IDEAS, Energy Financial Management and Energy Broker products.
Founded in 1997, Calgary-based WellPoint Systems is publicly traded on the TSX Venture Exchange under the symbol WPS. Visit [ www.wellpointsystems.com ] or [ www.ey.com/ca/wellpoint ] for more information.
This document contains forward-looking statements. Some forward looking statements may be identified by words like "expects", "anticipates", "plans", "intends", "indicates" or similar expressions. The statements are not a guarantee of future performance and are inherently subject to risks and uncertainties. The Company's actual results could differ materially from those currently anticipated due to a number of factors, including, but not limited to, successful completion of the Sales Process, any Superior Offers, restructuring plans, technical or manufacturing or distribution issues, the competitive environment for the Company's products, the degree of market penetration of the Company's products, and other factors set forth in reports and other documents filed by the Company with Canadian securities regulatory authorities from time to time.
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.
