Court approves Look's transaction with Bell and Rogers



    UBS settles Rogers lawsuit as a condition of Look's spectrum transaction

    TORONTO, May 14 /CNW/ - Unique Broadband Systems, Inc. today announced
that the Ontario Superior Court of Justice approved the agreement between its
51.8 per cent controlled subsidiary, Look Communications, and Rogers
Communications and Bell Canada (through their joint venture, Inukshuk Wireless
Partnership ("Inukshuk")), for the sale of Look's spectrum and broadcast
licence pursuant to the Sales Process Order approved by the Court on January
21, 2009.
    At the request of Look and to ensure that Look could complete the sale of
its spectrum to Inukshuk, UBS agreed to settle its litigation against parties
which include subsidiaries and partnerships of Rogers Communications. Rogers,
a 50 per cent partner in Inukshuk, who insisted upon the settlement as a
condition to its purchase of Look's spectrum, will pay UBS $4 million at the
time Inukshuk makes its first payment of $30 million to Look, as described
below. The settlement is irrevocable following such payment. The defendants to
the UBS action all deny liability and the settlement is not an admission of
any kind.
    UBS determined that it was in the best interest of its shareholders to
facilitate the Look transaction, which would not have proceeded without UBS'
willingness to settle the above mentioned litigation.
    Now that the Final Approval Order has been received from the Court, and
the Section 192 process has concluded, Look will continue to pursue
opportunities with interested parties to maximize the value of its remaining
three assets, which include:

    
    1.  Tax Attributes - Approximately $300 million in tax attributes;

    2.  Subscribers - Approximately 25,000 video and Internet subscribers;
        and

    3.  Network - A network consisting of two network operating centers (in
        Toronto and Montreal), 26 one-way broadcast sites and 10 two-way
        broadcast sites.
    

    UBS is willing to consider, among other things, the sale of its 51.8 per
cent control position in Look to facilitate the full value of Look's $300
million of tax attributes. Such a transaction would require the approval of
UBS shareholders.
    The Agreement of Purchase and Sale (the "Agreement") entered into by Look
allows Inukshuk to acquire Look's spectrum (2596 to 2686 MHz and 2689 to 2690
MHz inclusive) for $80 million cash. Payment is scheduled in three instalments
and the purchased spectrum will not be transferred unless and until the full
consideration is paid. If for any reason the full $80 million is not paid or
not paid according to the agreed upon schedule, any payments made to Look are
non-refundable and the spectrum would be retained by Look.

    
    The payment schedule is as follows:

    1.  A $30 million non-refundable payment due immediately;

    2.  A $20 million non-refundable payment to be made no later than
        December 31, 2009; and

    3.  A $30 million final payment to be made no later than the earlier of
        regulatory approval of the transaction or May 14, 2012.
    

    Look understands that Inukshuk is interested in completing the Agreement
as soon as possible and as a result Look will commence the orderly wind down
of its present operations over the course of the next 90 days. Further details
of this action will be provided to Look's subscribers over the next few weeks.
    A condition precedent to the Agreement was the resolution of all
litigation between Look and Bell Canada, which, among other things, was
resolved in the following manner:

    
    1.  Bell and Look providing each other with mutual full and final
        releases from any and all current litigation;

    2.  Look paying Bell $16 million as full and final settlement, to be paid
        contemporaneously with the initial $30 million non-refundable payment
        from Inukshuk as part of the Agreement. The amount includes
        approximately $10 million in trade payables carried by Look plus an
        additional $6 million payment;

    3.  As Look winds down its operations over the course of the next 90
        days, Look will pay to Inukshuk all revenues collected from its DSL
        Internet subscribers on Bell's network for services provided during
        the wind down period net of all applicable taxes in lieu of the
        current $360,000 currently paid to Bell on a monthly basis; and

    4.  All contracts between Bell and Look can be terminated without
        penalty.
    

    Note regarding parties named in this release

    A number of corporate entities are referenced in this release, either
directly or indirectly. For clarification, references to "the Company" are to
Unique Broadband Systems, Inc. (UBS) and also include UBS Wireless Services
Inc., a wholly-owned subsidiary of UBS. Look Communications is a 51.8 per cent
owned subsidiary of UBS Wireless Services Inc. UBS Wireless Services Inc.
commenced legal action in 2004 against Allstream Corp. (now MTS Allstream
Inc.), Microcell Telecommunications Inc., Microcell Solutions Inc. and
Inukshuk Internet Inc. (the latter three being Fido Solutions Inc., directly
or indirectly wholly owned subsidiaries of Rogers Communications Inc). In
2007, UBS Wireless Services Inc. filed a related claim against the Inukshuk
Wireless Partnership, a joint venture between Rogers and Bell Canada. The
settlement of the litigation also includes MTS Allstream.

    About Unique Broadband Systems, Inc.

    UBS is a publicly listed Canadian company that has a 51.8 per cent fully
diluted economic interest in Look Communications Inc. and other assets. With
its licensed spectrum through its subsidiary Look, UBS is a Canadian digital
television broadcaster and broadband wireless service provider. UBS' shares
are listed on the TSX Venture Exchange under the symbols "UBS". The Company's
web site may be found at www.uniquebroadband.com.

    About Look Communications Inc.

    Look's mission has been to be an M3 - Mobile Multi Media -
communications, entertainment and information service provider in Ontario and
Québec. The Corporation currently delivers a full range of communications
services including high-speed and dial-up Internet access, digital television
distribution, and superior customer service to both the business and
residential markets. The Corporation provides its digital television
distribution and wireless Internet services using its approximately 100 MHz of
Multipoint Distribution System spectrum in the 2.5 to 2.7 GHz frequency band
covering approximately 18 million people (1.8 billion MHz/Pops) in the
provinces of Ontario and Quebec. Look's shares are listed on the TSX Venture
Exchange under the symbols "LOK" for Multiple Voting Shares and "LOK.A" for
Subordinate Voting Shares. Look's website may be found at www.look.ca.

    Caution Regarding Forward-Looking Information

    The corporate information contained in this release includes
forward-looking statements regarding future events and the future performance
of Look that involve risks and uncertainties that could cause actual results
to differ materially. Assumptions used in the preparation of such information,
although considered reasonable by UBS at the time of preparation, may prove to
be incorrect. The actual results achieved may vary from the information
provided herein and the variations may be material. Consequently, there is no
representation by UBS that actual results achieved will be the same in whole
or in part as those forecasts.

    
    Neither the TSX Venture Exchange nor its Regulation Services Provider (as
    that term is defined in the policies of the TSX Venture Exchange) accepts
    responsibility for the adequacy or accuracy of this release.
    

    %SEDAR: 00010550E




For further information:

For further information: Peter Block, Investor and Media Relations,
irinfo@uniquebroadband.com, (647) 259-3284

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