2009-08-12-2007-07-01-2007-08-01

Transaction Type
Sellers
Announce Date
Post Date
Close Date
Estimated Price
CA$146.2MM
Description

Unsolicited bid REJECTED by co. whose primary business is acquisition, marketing and licensing of non-exclusive seismic data to the western Canadian energy sector.

Pulse Data Inc., Calgary, (Toronto: PSD) has rejected the unsolicited bid of Alberta-based Quantum Yield Inc. to acquire Pulse for approximately C$146.2 million in debt. The offer is for a 10% secured, retractable debenture of C$3.05 per Pulse share. Quantum reports that this represents a 10% premium over the June 18 closing price, and an 18% premium over the average closing price for the past 30 trading days. Pulse's primary business is acquisition, marketing and licensing of non-exclusive seismic data to the western Canadian energy sector, through its Pulse Seismic. Subsidiaries Terrapoint Canada Inc. and Terrapoint USA Inc. provide services and technology in airborne and ground-based digital terrain mapping and digital imaging to diverse markets. Pulse stated the offer is "a 100% leveraged buy-out, by an issuer and management with no material assets, no discernible positive credit history and no track record in the seismic business, using Pulse's own assets as security and with Pulse shareholders providing '100% vendor take-back financing.'" Pulse also reports that Quantum's statements that the offer represents a premium to the trading price of the Pulse shares has no foundation since no calculable premium is being offered, because there is no market for the debentures in order to assess their price. Quantum was formed on April 2 for the purpose of making this offer. Its only other business operation is an agreement with Unitech Energy Resources Inc. in which Unitech licensed its developed-proprietary software and database-management system called LeadScan to Quantum for 10 years. Quantum president Jim Durward says, "Pulse Data is currently not achieving its potential. The proposed restructuring is designed to maximize operational and tax efficiency in order to significantly increase cash flow to the stakeholders and provide them with an ongoing income stream. It's my belief that the proposed restructuring inherent in our offer will provide a secure, superior income stream to investors and make for a much stronger company going forward." In fiscal 2006, Pulse reported a revenue decrease from C$53.1 million to C$44.6 million and a C$4.45 million loss.