Glance Technologies Inc. (CSE:GET.CN) (OTCQB:GLNNF) (FKT:GJT) (“Glance” or the “Company”) today cautioned shareholders that they should carefully review any biographical information they receive from Penny Green regarding John LoGiudice, one of Ms. Green’s dissident nominees for the Glance Board of Directors.
Glance is developing a Management Information Circular (“MIC”) with a complete response to Ms. Green’s requisition to change Glance’s Board (the “Green Requisition”). Glance intends to file this response, including a description of Glance’s excellent progress and prospects, well in advance of the June 12, 2018 shareholders’ meeting. Pursuant to applicable securities laws, Glance does not intend to solicit proxies for that meeting until the MIC has been filed.
However, Glance does wish to call shareholders’ attention to irregularities in the resume of dissident nominee Mr. LoGiudice. Glance noticed the irregularities based on a comparison of publicly-filed documents against two Green Requisition documents. In particular, and as described in further detail below:
- Florida state records do not support the Green Requisition’s assertion of success for Mr. LoGiudice’s 13 startups; and
- Mr. LoGiudice is not listed as President of telecommunications multinational Ericsson in any of that company’s annual reports, contrary to certain assertions contained in the Green Requisition.
The unsupported claim of 13 successful startups
In the Green Requisition news release, dated February 21, 2018, Mr. LoGiudice is proclaimed to have played “senior roles in helping numerous start-up companies reach success.” The news release lists the names of 13 such companies (the “13 Startups”).
First, the list of 13 Startups is inflated: Florida state records show that three of the companies are the same: they just changed names as is evident from the filings below.
Gecom to Chase Financial and Chase Financial to First Capital – Glance Technologies Inc.
More significantly, far from achieving success, all but one were dissolved or became inactive. For further certainty, Glance provides the table below, including an embedded URL link to relevant Florida state records in the Status column.
Table listing 12 of Mr. LoGiudice’s 13 Startups that reached “success”
Last Event (2)
|Last Event (2)||Status (2)|
|1||Gecom Inc.||2002 to 2006||Mar. 28, 2006||Changed name to Chase Financial Investment Corporation|
|2||Chase Financial Investment Corporation||2006 to 2008||Dec. 2, 2008||Changed name to First Capital Financial Group, Inc.|
|3||First Capital Financial Group, Inc.||2008 to 2012||Sep. 28, 2012||Dissolution for failure to file annual report||Inactive|
|4||Clinical Pharmacology Associates, LLC||2010 to 2011||Sep 23, 2011||Dissolution for failure to file annual report||Inactive|
|5||Pasazz Corp.||2010 to 2012||Sep. 28, 2012||Dissolution for failure to file annual report||Inactive|
|6||Project Management Innovators, Corporation||2002 to 2013||Sep. 27, 2013||Dissolution for failure to file annual report||Inactive|
|7||United Software Developers Inc.||2013 to 2014||Sep. 26, 2014||Dissolution for failure to file annual report||Inactive|
|8||United Beverage Distributors Inc.||2013 to 2014||Sep. 26, 2014||Dissolution for failure to file annual report||Inactive|
|9||First Capital Finance Group Inc.||2013 to 2014||Sep. 26, 2014||Dissolution for failure to file annual report||Inactive|
|10||Nextgen Weight Loss LLC||2014 to 2015||Sep. 25, 2015||Dissolution for failure to file annual report||Inactive|
|11||Zmedia Entertainment Group||2015 to 2016||Sep. 23, 2016||Dissolution for failure to file annual report||Inactive|
|12||Leafy Organics Corp.||2016 to 2017||Sep. 22, 2017||Dissolution for failure to file annual report||Inactive|
(1) As published Feb, 21, 2018 by BusinessWire on behalf of Ms. Green
(2) Source: Sunbiz.org Division of Corporations (an official State of Florida website)
The claim to have been President of Ericsson
In one portion of a Green Requisition document, Mr. LoGiudice is listed as having been the President of Ericsson from 2009 to 2017. The claim is made in a biographical “Nominee Profile” table that forms part of a document dated February 20, 2018 and filed on SEDAR the following day, on Ms. Green’s behalf and reproduced below on the next page.
Table of Mr. LoGiudice’s biography (arrow added for emphasis)
Mr. LoGiudice’s biography (arrow added for emphasis) – Glance Technologies Inc.
Glance reviewed Ericsson’s annual reports and news releases, going back as far as 2008. For President, Glance found the following names, none of which are Mr. LoGiudice’s:
- January 15, 2017 and ongoing: Börje Ekholm
- July 25, 2016 – January 15, 2017: Jan Frykhammar
- January 1, 2010 – July 24, 2016: Hans Vestberg
- April 8, 2003 – December 31, 2009: Carl-Henric Svanberg
Questions for Ms. Green and the other dissident nominees
Here are some questions that shareholders should now be asking Ms. Green:
- Does she believe that she delivered full, true and plain disclosure about Mr. LoGiudice in the Nominee profile and news release regarding the requisition?
- Did she really believe that all of the 13 Startups associated with Mr. LoGiudice were successful?
- Did she really believe that Mr. LoGiudice was a former President of Ericsson?
- What steps did she take to investigate Mr. LoGiudice prior to submitting the requisition and publishing the related news release?
- Does she now believe that her investigation was adequate?
Here are two questions that shareholders should now be asking Ms. Green’s two other dissident nominees, Spiros Margaris and William Davis III:
- Do Mr. Margaris and Mr. Davis believe that they took adequate steps to investigate Mr. LoGiudice before agreeing to stand with him as dissident nominees?
- Do Mr. Margaris and Mr. Davis believe that they took adequate steps to investigate each other and Ms. Green before agreeing to stand as Ms. Green’s dissident nominees?
About Glance Technologies Inc.
Glance Technologies owns and operates Glance Pay, a streamlined payment system that revolutionizes how smartphone users choose where to shop, order goods and services, make payments, access digital receipts, redeem digital deals, earn great rewards & interact with merchants. Glance offers targeted in-app marketing, geo targeted digital coupons, customer feedback, in-merchant messaging and custom rewards programs. The Glance Pay mobile payment system consists of proprietary technology, which includes user apps available for free downloads in IOS (Apple) and Android formats, merchant manager apps, a large scale technology hosting environment with sophisticated anti-fraud technology and lightning fast payment processing. Glance has also recently purchased a blockchain solution for a rewards-based cryptocurrency.
For more information about Glance, please go to www.glance.tech.
For more information, contact:
|David Jan||Paola Ashton|
|Investor Relations||VP Business Development|
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking information or forward-looking statements (collectively “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is typically identified by words such as: “may”, “believe”, “thinks”, “expect”, “exploring”, “expand”, “could”, “anticipate”, “intend”, “estimate”, “plan”, “pursue”, “potentially”, “projected”, “should”, “will” and similar expressions, or are those, which, by their nature, refer to future events. These forward-looking statements, which involve risks and uncertainties, relate to, among other things, Glance’s intention to file a response to the Green Requisition well in advance of June 12, 2018 shareholders’ meeting, the response to the Green Requisition containing a description of Glance’s excellent progress and prospects and Glance’s intention not to solicit proxies for the June 12, 2018 shareholders’ meeting until the MIC has been filed. Although Glance considers these forward-looking statements to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among other things, risks related to the ability of Glance to file a response to the Green Requisition on schedule, the risk that Glance will fail to have excellent progress and prospects, and risks related to the development of a rewards-based cryptocurrency. Forward-looking information and forward-looking statements are in addition based on various estimates, forecasts and projects as well as expectations, beliefs and assumptions, including, without limitation, the assumption that the response to the Green Requisition will contain a description of Glance’s excellent progress and prospects and the timing for filing this response. For additional information with respect to these and other factors and assumptions underlying the forward looking statements in this press release, see the section entitled “Risk Factors” in the most recent Prospectus of Glance, which may be accessed through Glance’s profile on SEDAR at www.sedar.com. Glance cautions investors that any forward-looking information provided by Glance is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking statements. Undue reliance should not be placed on such forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.