TORONTO, Sept. 16 /CNW/ - Q9 Networks Inc. ("Q9") (TSX: Q) today
announced that it has mailed to its shareholders of record on September 10,
2008 a notice of special meeting, form of proxy and management information
circular relating to a special meeting at which Q9 shareholders will be asked
to consider, and, if deemed appropriate, approve the proposed plan of
arrangement pursuant to which CDC Acquisition Corp. ("CDC"), an affiliate of
ABRY Partners, LLC, will purchase all of the outstanding common shares (other
than those owned by CDC or one of its affiliates) of Q9, at a price of
$17.05 per common share in cash.
These materials are also available at www.sedar.com and on Q9's website
The special meeting of shareholders will be held in Toronto at 2:00 p.m.
local time on Friday, October 10, 2008 at the St. Andrew's Club and Conference
Centre, Inverness Room, 150 King Street West, 27th Floor, Toronto, Ontario. In
addition to the approval of shareholders, the plan of arrangement requires the
approval of the Ontario Superior Court of Justice. The final court hearing is
expected to be held on October 15, 2008. Completion of the transaction is
subject to various customary conditions precedent.
The closing of the transaction will take place after satisfaction or
waiver of all the conditions. While the timing associated with satisfying
these conditions is not certain, Q9 currently expects the transaction to close
in the fourth calendar quarter of 2008, subject to the terms of the
acquisition agreement between CDC and Q9 dated August 24, 2008.
Forward Looking Statements
This media release includes certain forward-looking statements within the
meaning of applicable securities laws relating to the proposal to acquire all
of the outstanding shares of Q9. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking statements.
The completion of the proposed transaction is subject to a number of terms and
conditions, including, without limitation: (i) required Q9 shareholder
approval, (ii) necessary court approvals, and (iii) certain termination rights
available to the parties under the acquisition agreement. These approvals may
not be obtained, the other conditions to the transaction may not be satisfied
in accordance with their terms, and/or the parties to the acquisition
agreement may exercise their termination rights, in which case the proposed
transaction could be modified, restructured or terminated, as applicable.
Readers are cautioned not to place undue reliance on forward-looking
statements. Actual results and developments may differ materially from those
contemplated by these statements depending on, among other things, the risks
that the parties will not proceed with a transaction, that the ultimate terms
of the transaction will differ from those that are currently contemplated, and
that the transaction will not be successfully completed for any reason
(including the failure to obtain any required approvals). Q9 does not intend,
and disclaims any obligation, except as required by law, to update or revise
any forward-looking statements whether as a result of new information, future
events or otherwise.
About Q9 Networks
Q9 Networks is a leading Canadian provider of outsourced data centre
infrastructure for organizations with mission-critical IT operations. Q9's
data centres and network are backed by an industry leading SLA which
guarantees 100 per cent network and power availability. Q9 managed services,
including: bandwidth, dedicated servers, firewalls, load balancing, virtual
private networking (VPN) and back-up/restore, enable the rapid provisioning
and scalability of client infrastructure.
For further information:
For further information: Kevin Spikes, Director of Corporate & Investor
Relations, Q9 Networks, Toronto: (416) 848-3311, Toll Free: 1-888-696-2266,