TORONTO, ONTARIO — (Marketwired) — 05/25/13 — Matrix Asset Management Inc. (TSX: MTA) (“Matrix”) announces that the terms of its proposed business combination (the “Transaction”) with Marquest Asset Management Inc. (“Marquest”) previously announced on February 13, 2013 have been revised. A binding promissory note and binding asset sale term sheet were executed by the parties today. The agreements are held in escrow pending Marquest-s advance of $1.8 million to Matrix and an external lender-s amendment of its loan, which are expected to take place on Monday, May 27, 2013. Closing of the Transaction is subject to customary closing conditions, including obtaining necessary shareholder, stock exchange and regulatory approvals. It is unknown at this time if these conditions will be satisfied or waived.
The Transaction
Other Provisions
The Transaction documents also provide that a $500,000 break fee will be payable by either party to the other if that party fails to perform its obligations to pursue completion of the Transaction and a $750,000 break fee will be payable if a party completes an alternative transaction that results in non-completion of the Transaction.
While Matrix and Marquest have entered into a binding term sheet providing for a further $1.8 million loan advance and for the Transaction, there can be no assurance that the loan advance or the Transaction will be completed on the terms proposed or at all.
Forward-looking statements: Certain statements in this press release are forward-looking statements including the statements about the pending $1.8 million loan advance by Marquest to Matrix, employment and other arrangements associated with the Transaction and closing of the Transaction. Forward-looking statements are based on beliefs and assumptions at the time the statements are made, including beliefs and assumptions about the satisfaction or waiver of conditions to the loan advance and closing of the Transaction, some of which require regulatory and shareholder approval. While management considers these beliefs and assumptions to be reasonable based on information currently available to it, they are subject to numerous risks and uncertainties and no assurance can be given that such beliefs and assumptions will prove to be correct. Accordingly, actual results may differ significantly from those expressed or implied by forward-looking statements due to many factors including, but not limited to, risks associated with securing necessary regulatory, shareholder and third party approvals for the Transaction, satisfying other conditions to the Transaction, risks associated with completing the Transaction and risks associated with Matrix-s ability to continue to operate as a going concern and restore and maintain compliance with minimum working capital and other regulatory requirements. Many of these risks are beyond the control of Matrix. Other than as specifically required by law, Matrix undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements are made, or to reflect or to reflect new information, future unanticipated events or results or other factors.
Contacts:
Matrix Asset Management Inc.
David Levi
CEO
(604) 895-7274 or (416) 934-7700