/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
MONTREAL, July 14 /CNW Telbec/ - Prestige Telecom Inc. ("Prestige" or the
"Company") (TSX:V-PR) of Montréal, Québec, Canada provided an update today on
its previously announced proposed acquisitions of all of the outstanding
membership interests of WesTower, LLC ("WesTower") and all of the outstanding
shares of Radian Communication Services (Canada) Limited ("Radian").
Due to the difficult conditions in the Canadian equity markets, Prestige
will not be proceeding with the acquisition of WesTower at this time.
Prestige also announced that it has amended some of the terms of the
previously announced acquisition of all of the outstanding shares of Radian as
well as certain United States assets of Radian (the "Acquisition"). The
purchase price of Radian will remain unchanged at $20.0 million plus assumed
debt of approximately $0.6 million, subject to adjustments.
Under the revised terms of the Radian purchase agreement, the purchase
price will be payable at closing as to $7.50 million in cash and approximately
$6.25 million in common shares of Prestige at a deemed issue price of $0.50
per share (or approximately 12.5 million Prestige common shares) and
$6.25 million in the form of a two-year convertible note bearing interest at
10% per annum. The convertible note will be convertible at a price of $0.625
per common share of Prestige.
The cash portion of the Radian acquisition will be funded with a
combination of debt and equity. Blackmont Capital Inc. will lead a syndicate
of agents to act on a commercially reasonable efforts basis for the equity
The acquisition of Radian is expected to close as soon as financing is
arranged and is subject to receipt of required regulatory and other approvals;
the entering into of non-competition agreements with certain of the Radian
vendors; the entering into of a qualification rights agreement among Prestige,
Radian's shareholder and other parties and the successful completion of an
offering of common shares of Prestige and/or bank financing to fund the cash
portion of the Radian acquisition.
"We view the acquisition of Radian as an excellent first step in
expanding our capabilities in the wireless market, said Pierre-Yves Methot,
Chairman and Chief Executive Officer of Prestige." "Prestige will be in a
position to support incumbent and new entrant wireless providers in connection
with the additional network build-outs in the coming years following the
acquisition of new spectrum and wireless licenses in Canada."
Radian (www.radiancorp.com), 89%-owned by Onex Corporation (TSX: OCX),
provides technical and aerial services to the Canadian communications and
broadcast industries. Radian has over 310 full-time-equivalent employees
operating from seven branch and service offices across Canada and the U.S.
Radian's services include network design, equipment installation, tower
engineering, site construction, and infrastructure and equipment maintenance.
Radian's deployment expertise ranges from stand-alone projects such as a
broadcast tower installation, to large multi-site network deployments on a
national basis for wireless communications. Given the significant
reorganization of the balance sheet of Radian as part of the acquisition,
management of Prestige is of the view the only relevant financial information
of Radian for the year ended December 31, 2007, is that Radian had revenue of
$57.7 million and adjusted EBITDA(1) of $3.3 million.
About Prestige Telecom Inc.
Prestige Telecom is a leading provider of network engineering, materials
furnishing, installation and support services (commonly referred to as EF&I
services) required to construct, operate and maintain wireline, wireless and
cable television networks. Prestige assists telecommunications original
equipment manufacturers and service providers to engineer, install and upgrade
their infrastructures to support enhanced voice, high speed data and video
In Canada, Prestige operates from three full service locations based in
Montreal, Québec; Toronto, Ontario and Edmonton, Alberta and has 350
professional and technical personnel. Prestige operates in the United States
market through a mutual subcontractor agreement with Comforce Telecom Inc.
under the trade name Prestige Comforce Professional Services ("PCPS"). PCPS is
based in Plano, Texas and provides services to customers throughout the United
(1) Earnings before interest, taxes, depreciation, amortization, foreign
exchange and integration costs. Normalized EBITDA for Radian
represents the EBITDA for this company, adjusted for the assets being
sold and non-recurring expenses.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Acquisition and has neither approved nor disapproved the contents of this
For further information:
For further information: Pierre Yves Méthot, Chairman and Chief
Executive Officer of Prestige, (514) 457-4488, Ext. 277