FREDERICTON, New Brunswick, May 30, 2018 (GLOBE NEWSWIRE) -- Trius Investments Inc. (“Trius” or the “Company”) (TSXV:TRU) is pleased to announce that on May 26, 2018 it entered into a definitive purchase and sale agreement (the “Agreement”) with an arm’s length purchaser, PVR Holdings LLC (the “Buyer”), whereby Trius will sell its 100% membership interest in its wholly-owned subsidiary (the “Subsidiary Sale”), TRU Investments LLC (“TRU LLC”), to the Buyer for gross cash proceeds of US$725,000 (approximately CAD$941,000), subject to certain pre-closing adjustments for working capital and inter-company liabilities. Trius holds all of its U.S. real estate investments through TRU LLC.
The Subsidiary Sale excludes proceeds already received from Trius’ divestiture of its membership interest in GS Chicago LLC, as previously announced on May 18, 2018. The Subsidiary Sale is also proceeding independently from the proposed asset sale by Trius’ investee MV Property LLC, as previously announced on March 8, 2018. Trius has inquired as to the status of that asset sale and has been informed that, upon closing of same, MV Property LLC intends to retain the net proceeds thereof for re-deployment into other real estate investments, rather than distributing such proceeds to its members, in order to minimize tax consequences.
Joel Freudman, President and CEO of Trius, said: “We’re excited to announce the Subsidiary Sale, which is the result of a nearly year-long process to market and sell Trius’ existing investments. We’ve done our best to reposition the Company with a clean slate, both in terms of leadership and balance sheet. We managed to source a motivated, arm’s length bidder whose offer – both on pricing and structure – was competitive and relatively straightforward to execute. The Subsidiary Sale clears out Trius’ legacy investments in a timely manner, significantly adds to our cash balance, and gives us flexibility to seriously pursue new investments or a corporate transaction that will deliver greater liquidity and value to our longstanding shareholder base.”
The Subsidiary Sale remains subject to customary closing conditions and receipt of all necessary approvals, including those of the TSX Venture Exchange (“TSXV”) and the Company’s shareholders, after which closing is expected to occur within 10 days thereof. The Company expects to call a shareholder meeting (the “Meeting”) to be held on or about July 30, 2018 to approve the Subsidiary Sale, among other matters.
North American Management, LLC (“NAM”), the Manager of TRU LLC, has advised the Company that it will charge a 3.5% (US$25,375) administrative transaction fee in connection with the Subsidiary Sale. NAM is an associate of John Robertson, a Director of Trius. The Subsidiary Sale and related administrative fee were reviewed by the Company’s Special Committee and approved by its Board of Directors (with Mr. Robertson abstaining) as being in the best interests of the Company, since this step is necessary to complete the Company’s repositioning.
Mr. Robertson has advised Trius that he does not intend to stand for re-election to its board of directors at the Meeting. However, he has agreed to remain available to Trius, without compensation, for a transitional period following completion of the Subsidiary Sale to assist with post-closing matters. Mr. Freudman commented, “We thank John for his nearly 20 years of dedicated service to Trius, and appreciate his efforts in facilitating our complex asset divestiture program.”
Following completion of the Subsidiary Sale, the Company will not have any active business operations or assets other than cash and receivables. As a result, the Company will cease to meet the listing requirements of the TSXV, including the requirement to carry on an active business. Accordingly, the Company’s listing may be transferred to NEX, a separate board of TSXV that provides a trading forum for listed companies that have fallen below the TSXV's ongoing listing standards.
About Trius Investments Inc.
Trius is an Investment issuer that currently owns interests in several real estate investments in the United States. Trius’ common shares trade on the TSX Venture Exchange under the symbol “TRU”.
For further information, please contact:
Joel Freudman
President and Chief Executive Officer
Trius Investments Inc.
Telephone: (647) 880-6414
Cautionary Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Generally, forward-looking information can be identified by the use of words and phrases such as “plans”, “expects”, “continues”, “estimates”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken or occur. Forward-looking information in this press release includes, without limitation, statements regarding the Subsidiary Sale and proceeds therefrom, the asset sale by MV Property LLC, Trius’ future plans, timing and receipt of various approvals, and Mr. Robertson’s future role with Trius. This forward-looking information consists of disclosure regarding possible events, conditions or results and is based on numerous assumptions that management believes to be reasonable in the circumstances, including that the Subsidiary Sale will be completed as currently contemplated and Trius will be successful in identifying new investments or business opportunities.
The forward-looking information in this press release is subject to a number of risks and uncertainties that may cause Trius’ actual results or performance to differ materially from those expressed or implied by such forward-looking information, including but not limited to: inability to complete the Subsidiary Sale; fluctuations in foreign exchange rates; difficulty in sourcing and executing new investments and transactions on favourable terms or at all; failure to obtain necessary approvals for the Subsidiary Sale; difficulty in retaining qualified personnel; and other risks described in the Company’s continuous disclosure documents. There can be no assurances that the forward-looking information in this press release will prove to be accurate, as actual results and future events may differ materially from those anticipated by such information. Accordingly, investors should not place undue reliance on such forward-looking information. Trius does not undertake to update any forward-looking information in this press release, except as may be required by applicable securities laws.