Bay Talent Group to Combine With RSI International Systems Inc.

Bay Talent Group Inc. and RSI International Systems Inc. are pleased to jointly announce a binding letter of intent pursuant to which the Company and RSI have agreed to amalgamate or otherwise combine, with the combined entity continuing operations under the name of the Company.

Mr. Allan Hartley, Bay Talent Group’s CEO, said, “Joining forces with RSI will allow us to significantly accelerate our acquisition strategy and provide additional resources for achieving our 2020 goals.  RSI’s financial resources and management team are an excellent fit in our development cycle and we look forward to the start of this partnership.”  Mr. David Keys, Chairman of RSI and a representative for the Ernest W. Moody Revocable Trust, which holds 44.4% of RSI’s outstanding shares, added, “We are very excited about Bay Talent’s business and potential going forward and believe this is an excellent opportunity for RSI shareholders to get involved in a great opportunity at a very attractive valuation.”

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Bay Talent and RSI are at arm’s length.  It is currently anticipated that the Company will acquire all of the issued and outstanding shares of RSI by way of a plan of arrangement or an amalgamation between RSI and a newly formed subsidiary of the Company, with the amalgamated entity becoming a direct, wholly-owned subsidiary of the Company. In consideration, the securityholders of RSI will receive securities of the Company.  However, it is agreed by both parties that the proposed transaction structure may be revised to accommodate tax considerations, accounting treatments and applicable legal and regulatory requirements.  Upon completion of the Combination, it is expected that RSI’s common shares will be de-listed from the Exchange.

As of the date hereof, the number of common shares of the Company to be issued to shareholders of RSI remains subject to the final valuation of the Company. At this stage, the parties agree that the valuation of RSI shall be $7 million and the valuation of the Company shall be calculated based on its 14-day volume weighted average closing share price immediately prior to the execution of the definitive agreement in respect of the Combination multiplied by 0.875 (the final result being the “BTG Valuation Price”), subject to a minimum and maximum BTG Valuation Price for said calculation of $0.32 and $0.35, respectively. Unless otherwise agreed between the parties or required by the TSX Venture Exchange, the Definitive Agreement shall provide for each RSI common share and right to acquire a RSI common share to be exchanged for, respectively, such number of common shares of the Company and right to acquire common shares of the Company in accordance with an exchange ratio to be calculated based on the foregoing valuation.

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Closing of the Combination is subject to satisfaction of a number of conditions precedent, including, but not limited to: (i) RSI retaining a minimum working capital of Cdn$5,000,000 immediately prior to the completion of the Combination; (ii) the BTG Valuation Price being not less than $0.32; (iii) RSI shareholders entering into support agreements which, in the aggregate, represent not less than 50% of the issued and outstanding common shares of RSI; (iv) execution of one-year lock-up agreements by certain RSI option holders and shareholders; (v) appointment of a nominee to the Company’s board of directors by Ernest W. Moody Revocable Trust; (vi) completion and satisfaction of mutual due diligence by the parties; and (vi) receipt of all requisite approvals and consents for the Combination. In connection with the Combination, RSI may complete shares for debt settlements by issuing up to a maximum of two million shares at a price of not less than $0.15 per share.

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