2012-10-24 22:30:22 -
October 24, 2012 - Toronto, Ontario - Chrysalis Capital VIII Corporation ("Chrysalis VIII" or the "Corporation") is pleased to announce that it has filed a preliminary non-offering prospectus dated October 5, 2012 with the securities commissions in Ontario, British Columbia and Alberta in connection with its previously announced proposed qualifying transaction (the "Transaction") with Fresco Microchip Inc. ("Fresco") and RedMere Technology Limited ("RedMere", together with Fresco, "Spectra7 Microsystems").
The Corporation also announces that at the special meeting of holders of common shares of the Corporation ("Chrysalis Shareholders") held on October 22, 2012 (the "Meeting"), Chrysalis Shareholders approved all of the matters set forth in the management information circular of the Corporation dated September 21, 2012 (the "Circular"), including certain special
business items in connection with the proposed Transaction. In particular, Chrysalis Shareholders approved: (i) the consolidation of the common shares of the Corporation (each, a "Common Share") by a ratio between the range of three and six pre-consolidation Common Shares for one post-consolidation Common Share, as determined by the board of directors of the Corporation (the "Board") in its sole discretion; (ii) a name change to "Spectra7 Microsystems Inc." or such other name as may be accepted by the relevant regulatory authorities and approved by the Board; (iii) the adoption of an amended and restated stock option plan of the Corporation; and (iv) the adoption of a restricted share unit plan of the Corporation. As outlined in the Circular, the above four resolutions may be revoked by the Board, at its discretion, prior to implementation, whether or not the proposed Transaction is completed.
At the Meeting, Chrysalis Shareholders also elected Edward Anderson, Brian Antonen, Robert Dobkin, Roger Maggs, Robert Munro and Tony Stelliga (the "Directors") as directors of the Corporation, conditional upon, and effective as of, the completion of the proposed Transaction.
ABOUT CHRYSALIS CAPITAL VIII CORPORATION
Chrysalis Capital VIII Corporation is The Chrysalis Capital Group Inc.'s ("TCCG") eighth capital pool company ("CPC"). TCCG is entirely focused on generating superior shareholder returns through the creation of a series of unique CPCs. To date, TCCG has created eight Chrysalis branded CPCs and has assisted in the creation of four additional CPCs under TCCG's partners program. For more information about TCCG, please visit www.tccg.ca
ABOUT SPECTRA7 MICROSYSTEMS
Upon the proposed combination of Fresco and RedMere, Spectra7 Microsystems will be a high performance analog semiconductor company focused on delivering unprecedented bandwidth for mobile infrastructure and consumer products. Spectra7 Microsystems is being formed to address the exponential demand for more bandwidth and lower costs in mobile and internet infrastructure equipment, including handsets, tablets, base stations and microwave backhaul systems. Spectra7 Microsystems is expected to be positioned to provide new system level analog components that will deliver unprecedented bandwidth over fiber and copper links and address the wireless bandwidth bottlenecks in the mobile internet.
ABOUT FRESCO MICROCHIP INC.
Fresco is a leader in RF, analog and digital semiconductors. The company's products deliver Value Through Innovation by offering significantly lower system solution costs at optimal performance. Fresco's patent-pending technology transcends a broad range of consumer devices creating a fundamental paradigm shift in the television market. Fresco's customers include top tier tuner manufacturers who supply leading consumer electronic brands.
Fresco is currently a private company with lead investors Celtic House Venture Partners and Ventures West Capital Ltd. The company is headquartered in Toronto, Canada with design centers both in head office and Irvine, California.
ABOUT REDMERE TECHNOLOGY LIMITED
RedMere provides complete active-cable solutions to cable industry leaders and manufacturing partners. In a world where connection speed increases, RedMere enables easy to use, high quality, smart connectivity for The Home, On the Move and The Office.
These new active cable systems deliver the ultimate in compact digital connectivity over HDMI, DisplayPort and USB for Video and Still Cameras, Smartphones, HDTV, Blu-Ray DVD, PS3 and Xbox, as well as enterprise solutions using Infiniband and PCI Express.
RedMere is currently a private company with lead investors Celtic House Venture Partners and EdgeStone Capital Partners. The company is headquartered in Cork, Ireland.
Completion of the qualifying transaction (the "Proposed Transaction") is subject to a number of conditions, including but not limited to, TSX Venture Exchange ("TSX-V") acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the prospectus to be prepared in connection with the Proposed Transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com
For more information, please contact:
Chrysalis Capital VIII Corporation
Robert Munro, CEO / CFO
t: (877) 272-4073
Tony Stelliga, CEO
t : (650) 670-7055
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