Carl Capital Corp. Enters Merger Agreement with FlowWorks Inc.

Carl Capital Corp. (CSE:CRL)(FRANKFURT:7C5), a Big-Data-as-a-Service (“BDaaS”) developer, is set to acquire FlowWorks Inc.
According to the press release:

[Carl Capital] very pleased to announce that Carl has entered into a merger agreement dated September 25, 2015 (the “Agreement”) with Seattle-based FlowWorks Inc. (“FlowWorks”), a Washington corporation, and FlowData, Inc. (“Merger Sub”), a Washington corporation and a wholly-owned subsidiary of Carl, pursuant to which Carl agreed to acquire all of the issued and outstanding shares of common stock of FlowWorks.
To facilitate the transaction, FlowWorks agreed to merge with Merger Sub with FlowWorks remaining as the surviving corporation and the separate existence of Merger Sub ceasing at the effective time of the merger (the “Merger”) and FlowWorks becoming a wholly-owned subsidiary of Carl. Each share of common stock in the capital of FlowWorks that is outstanding at the effective time of the Merger (other than shares held by a shareholder of FlowWorks who exercises his dissent rights) will be converted into a number of common shares of Carl (the “Acquisition Shares”) equal to (i) 8,600,000 divided by (ii) the number of shares of common stock of FlowWorks outstanding immediately prior to the Merger.
In connection with the transaction, Carl anticipates that it will issue an aggregate of 7,629,397 Acquisition Shares to two shareholders of FlowWorks. In addition, one shareholder of FlowWorks, expected to hold approximately 11% of FlowWorks’ shares at the time of Merger, has dissented to the transaction. Carl agreed to assume any obligation in connection with payment of fair value for such dissenting shares and all expenses in connection with dissenters’ rights obligations of FlowWorks.

Click here to read the full press release from Carl Capital Corp.