TORONTO, Jan. 25, 2017 /CNW/ - Redknee Solutions Inc. ("Redknee" or the "Company") (TSX: RKN) is pleased to announce that at the special meeting ("Meeting") of holders of the Company's common shares ("Shareholders") held on January 25, 2017, Shareholders approved a private placement to Wave Systems Corp. (the "Investor"), an affiliate of ESW Capital, LLC ("ESW Capital"), of 800,000 Series A Preferred Shares of the Company and a warrant to purchase a number of common shares (each a "Warrant Share") of the Company equal to US$60 million divided by the exercise price per Warrant Share (the "Warrant Exercise Price") together for gross proceeds of US$83.2 million (the "Transaction") pursuant to the terms of a subscription agreement (the "Subscription Agreement") among the Company, ESW Capital and the Investor. The Warrant Exercise Price will be determined on the date of closing of the Transaction (the "Closing Date") and equal to the lower of: (i) the US dollar equivalent on the Closing Date of the volume weighted average trading price of the Common Shares over the period of 10 trading days on the Toronto Stock Exchange ("TSX") ending in the second trading day prior to the Closing Date; and (ii) US$1.43; provided that the Warrant Exercise Price shall not be less than US$1.09. The Company previously announced entering into the Subscription Agreement on December 20, 2016.
The Transaction required Shareholder approval under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the Toronto Stock Exchange (the "TSX"). At the Meeting, a resolution approving the Transaction was supported by a majority of the votes cast by Shareholders present in person or represented by proxy, excluding votes cast by ESW Capital, the Investor, and their affiliates as required by MI 61-101 and the policies of the TSX. A resolution to terminate the Company's Shareholder Rights Plan (the "Plan") was also approved by a majority of Independent Shareholders (as defined in the Plan) present in person or represented by proxy at the Meeting.
The closing of the Transaction is subject to customary closing conditions. The Company expects the Closing Date to be January 26, 2017.
Details of the Subscription Agreement and the Transaction are contained in the management information circular of the Company dated December 27, 2016, which can be found at www.sedar.com.
Redknee monetizes today's digital world. We provide a complete portfolio of mission-critical monetization and subscriber management solutions and services that allow communications service providers, utility companies, auto makers and enterprise businesses of all types to charge for things in new and innovative ways. Redknee's real-time billing, charging, policy and customer care offerings provide the agility and scalability to drive a unique user experience, increase profitability and support any new product or business model. Available on premise, cloud-based, or as a Software-as-a-Service, Redknee's low-risk, flexible solutions power more than 250 businesses across the globe. Established in 1999, Redknee Solutions Inc. (TSX: RKN) is the parent of the wholly-owned operating subsidiary Redknee Inc. and its various subsidiaries. References to Redknee refer to the combined operations of those entities. For more information about Redknee and its solutions, please go to www.redknee.com.
About ESW Capital, LLC
Based in Austin, Texas, the ESW Capital group (www.eswcapital.com) focuses on buying, strengthening, and growing mature business software companies. By taking advantage of its unique operating platform, ESW revitalizes its acquisitions for sustainable success while making customer satisfaction a top priority. The ESW family of companies have been in the enterprise software space since 1988, and the group includes notable brands such as Aurea, Ignite Technologies, Trilogy, and Versata. For more information, email email@example.com.
Certain statements in this document may constitute "forward-looking" statements regarding Redknee and its business, which may include, but are not limited to the Company's ability to close the Transaction, the expected timing of closing of the Transaction and similar statements concerning anticipated future events, results, circumstances, performance or expectations, that reflect management's current expectations and are based on information currently available to management or Redknee. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Persons reading this news release are cautioned that such information may not be appropriate for other purposes. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future events or results, and will not necessarily be accurate indications of whether or not such events or results will be achieved. Actual events or results could differ materially from those contemplated in forward-looking statements as a result of risks and uncertainties relating to among other things, litigation proceedings related to the Transaction, Redknee's inability to complete the Transaction, the occurrence of a material adverse change in the business, operating results or financial condition of Redknee, and other factors discussed under the "Risk Factors" section of Redknee's most recently filed annual information form and management's discussion and analysis for the fiscal year ended September 30, 2016, which are available on SEDAR at www.sedar.com and on Redknee's web-site at www.redknee.com. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual events or results to differ materially from those in the forward-looking statements. Redknee does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
SOURCE Redknee Solutions Inc.
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