AYLMER, ON, March 15 /CNW/ - In a Trustees' Circular to be filed today,
the Board of Trustees of Amtelecom Income Fund (TSX: AMT.UN) ("Amtelecom" or
the "Fund") unanimously recommend that unitholders reject a hostile takeover
offer from Bell Aliant Regional Communications, Limited Partnership ("Bell
Aliant") and not tender their units into the offer. The Trustees' Circular
will be mailed to Amtelecom unitholders commencing March 15, 2007.
The Board of Trustees has carefully reviewed and fully considered the
Bell Aliant offer and the recommendations of the Special Committee of
Independent Trustees. The Special Committee recommended to the Board of
Trustees that Amtelecom unitholders reject the Bell Aliant offer and not
tender their units to Bell Aliant. Amtelecom's financial advisor, CIBC World
Markets Inc., has provided an opinion that the consideration pursuant to the
Bell Aliant Offer is inadequate, from a financial point of view, to the Fund's
unitholders other than Bell Aliant. The full text of this opinion is included
in the Trustees' Circular.
Reasons for the Recommendation
The Board believes Amtelecom is well-positioned to deliver substantial
value to unitholders in the future. It cited several reasons for its
- The Bell Aliant Offer is inadequate. On March 11, 2007, CIBC
World Markets Inc. provided an opinion to the Special Committee
and the Board of Trustees to the effect that, as of that date and
subject to the assumptions, limitations and qualifications set out
therein, the consideration offered to Unitholders pursuant to the
Bell Aliant Offer is inadequate, from a financial point of view,
to Unitholders other than Bell Aliant. Additionally, the implied
premium of the Bell Aliant Offer does not reflect an adequate
premium for control of the Fund. Heavy trading volumes by
sophisticated institutional investors in the Units at prices above
$13.00 per Unit demonstrates that these investors believe the Bell
Aliant Offer does not reflect full value for the Fund.
- The Bell Aliant Offer does not reflect the value of the Fund's
strategic acquisitions and recent initiatives. The Fund is well
positioned to deliver substantial value to Unitholders in the
future. The timing of the Bell Aliant Offer is opportunistic and
does not reflect the intrinsic value to Unitholders of the Fund's
recent strategic acquisitions and planned strategic initiatives.
The Bell Aliant Offer was made before the market was aware of the
Fund's strong financial performance in its December 31, 2006 year-
- The structure of the Bell Aliant Offer means Unitholders will not
benefit from future growth or expected synergies. Bell Aliant's
opportunistic offer, if completed, would mean Unitholders will not
benefit from future growth or expected significant synergies
resulting from the combination of Bell Aliant and the Fund.
- Superior proposals delivering greater value for Unitholders may
emerge. The Fund and its financial advisor, CIBC World Markets
Inc., are actively soliciting superior alternatives to the
inadequate Bell Aliant Offer.
- The Bell Aliant Offer is not a "permitted bid" under the Fund's
Unitholder Rights Plan. Although it could have, Bell Aliant has
not made a Permitted Bid under the provisions of the Rights Plan,
which is designed to protect Unitholder interests.
- The Bell Aliant Offer is highly conditional and not a firm offer.
The subjective conditions of the Bell Aliant Offer give Bell
Aliant the option of not proceeding with the Offer.
- The Bell Aliant Offer is opportunistic and disadvantageous to
Unitholders. The Bell Aliant Offer was made opportunistically to
take advantage of temporary market events to attempt to acquire
the Fund at an inadequate price.
- The Bell Aliant Offer is coercive and forces Unitholders to give
up rights. The Bell Aliant Offer is coercive to Unitholders who
will lose control over the affairs of the Fund before their Units
are paid for.
- Rejection of the Bell Aliant Offer by all of the Fund's Trustees
and Senior Officers. The Trustees and senior officers have not
accepted and do not intend to accept the Bell Aliant Offer.
A complete list of the reasons for the Board's recommendation as well as
a full discussion of each is provided in the Trustees' Circular. The Board
encourages unitholders to read the reasons in their entirety.
"We believe Bell Aliant's offer is financially inadequate, opportunistic
and fails to recognize the full value of the Fund," said Stanley M. Stewart,
Chair of the Special Committee. "For these and other reasons detailed in the
Trustees' Circular, the Board unanimously recommends that Amtelecom
unitholders reject the offer and not tender their units to the Bell Aliant
Review of Strategic Alternatives
Amtelecom and its financial advisor are engaged in discussions with a
number of parties which have expressed an interest in considering alternative
transactions involving the Fund. As well, a number of parties have entered
into confidentiality agreements and will be granted access to confidential
data. The Board of Trustees is pursuing these initiatives with the objective
of maximizing value to all Amtelecom unitholders.
Availability of the Trustees' Circular
Unitholders are urged to read the Trustees' Circular in its entirety. The
document is available free of charge on SEDAR at www.sedar.com and on the
Fund's website at www.amtelecomincomefund.ca. Copies of the Trustees' Circular
are being mailed to all Amtelecom unitholders.
How to withdraw your Units from the Bell Aliant Offer
Unitholders wishing to withdraw their units from the Bell Aliant offer
are encouraged to contact Kingsdale Shareholder Services Inc. toll-free at
About Amtelecom Income Fund
Amtelecom Income Fund is an unincorporated, open-ended, limited purpose
trust established under the laws of the Province of Ontario to invest in
telecommunications and closely related businesses. The Fund, through its
wholly owned operating partnerships and subsidiaries, is the local telephone
service provider to several regions in southwestern and central Ontario
currently providing services through approximately 26,900 residential and
business access lines. The Fund also provides cable television service to
approximately 8,800 subscribers and Internet services to approximately 13,000
Certain statements in this release may constitute "forward-looking
statements" which involve known and unknown risks, uncertainties and other
factors that may cause the actual combined results, performance or
achievements of the Fund to be materially different from any future results,
performance or achievements expressed or implied by such "forward-looking
statements." Such statements may reflect current beliefs, expectations,
estimates and assumptions regarding future events and operating performance
and speak only as of the date of this release, and can be generally identified
by the use of statements that include words such as "anticipate", "believe",
"intends", "intention", "expects", or similar words and phrases. Although the
Fund believes that the expectations reflected in such statements are
reasonable, such statements involve risks and uncertainties, and undue
reliance should not be placed on such information. Reference should be made to
the Fund's Annual Information Form for the year ended December 31, 2006 for a
discussion of risk factors including, among others, technological, competitive
and regulatory changes, which may cause actual results, events or activities
to differ materially from those expressed or implied in such forward-looking
For further information:
For further information: Michael J. Andrews, President and Chief
Executive Officer, Amtelecom Communications Inc., Telephone: (519) 773-1237,
Email: firstname.lastname@example.org; David Bronicheski, Executive Vice-President and
Chief Financial Officer, Amtelecom Communications Inc., Telephone: (519)
773-1282, Email: email@example.com