Radiant Communications Corp. shareholders and optionholders approve going private transaction
VANCOUVER, Oct. 11, 2013 /CNW/ - Radiant Communications Corp. ("Radiant") (TSXV: RCN) is pleased to announce that it has received shareholder and optionholder approval for its previously announced going-private transaction (the "Transaction") pursuant to which an affiliated entity of Comwave Networks Inc., 8612536 Canada Inc. (the "Purchaser"), will acquire all of the issued and outstanding common shares of Radiant ("Common Shares") that the Purchaser and its affiliates do not already own for cash consideration of $1.43 per Common Share (the "Consideration") by way of a plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, all of the outstanding options of the Company ("Options") will be cancelled and optionholders holding such Options that have an exercise price that is less than the Consideration will receive a cash amount equal to the amount by which the Consideration exceeds the exercise price payable under such Options.
Approval of the Transaction was given at a special meeting of Radiant shareholders and optionholders held on October 11, 2013 (the "Meeting"). At the Meeting, approximately 88.2% of the votes cast by the holders of Common Shares and 89.7% of the votes cast by the holders of Common Shares and Options voting together as one class were voted in favour of the Arrangement.
The completion of the Arrangement is subject to the final approval of the Supreme Court of British Columbia and the satisfaction of certain other closing conditions customary in a transaction of this nature. Radiant is currently scheduled to return to court on October 16, 2013 to seek a final order to implement the Arrangement. Assuming that these conditions are satisfied, it is expected that the closing of the Arrangement will be completed on October 17, 2013.
Further information regarding the Meeting and the proposed Arrangement are contained in Radiant's management information circular for the Meeting dated September 11, 2013, which is available under Radiant's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
About Radiant Communications Corp.
Radiant is a leading provider of managed network and cloud hosting solutions for medium-size enterprises. Leveraging one of the largest Internet footprints across Canada, Radiant offers a comprehensive portfolio of reliable, secure and scalable IT infrastructure services, simplified under a single point of contact. For over 15 years, many of Canada's most recognized brand names have been relying on Radiant to support their mission-critical business operations.
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This press release may contain forward-looking information or forward-looking statements (collectively referred to as "forward-looking statements"), including statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential", or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements may include, without limitation, statements regarding the completion of the proposed transaction and other statements that are not historical facts. While such forward-looking statements are expressed by Radiant, as stated in this release, in good faith and believed by Radiant to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, necessary court approval, the satisfaction or waiver of certain other conditions contemplated by the arrangement agreement, dated August 23, 2013, between Radiant and the Purchaser, and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Radiant is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities law or to comment on expectations of, or statements made by any other person in respect of the proposed transaction. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk.
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For further information about Radiant, please visit www.radiant.net.