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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
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.
SOURCE: Radiant Communications Corp.
For further information:
For further information about Radiant, please visit www.radiant.net.