TORONTO, Dec. 18, 2012 /CNW/ - Look Communications Inc. ("Look") (NEX:
LOK.H), (NEX: LOK.K) announced today it has entered into a support
agreement with Messrs. Robert Ulicki and Jeffrey Gavarkovs
(collectively, the "Offerors") pursuant to which the Offerors have
agreed to directly or indirectly make an offer to acquire up to
45,000,000 multiple voting shares (or such lesser number of shares as
would ensure that the Offerors do not, following completion of the
offer, hold greater than a 49.9% voting interest in Look) for $0.11 per
share in cash (the "Offer").
The Offer will be made solely for Look's multiple voting shares.
However, holders of subordinate voting shares will be able to convert
their subordinate voting shares into multiple voting shares solely for
the purpose of tendering such multiple voting shares to the Offer, in
accordance with and subject to the terms and conditions of the
subordinate voting shares. In the event that such multiple voting
shares are withdrawn from the Offer or are not acquired pursuant to the
Offer for any other reason, such multiple voting shares will
automatically convert back into subordinate voting shares in accordance
with their terms. The full terms of the subordinate voting shares are
set forth in Look's articles, which are publicly available under Look's
profile at www.sedar.com.
The board of directors of Look is not making any recommendation to
shareholders with respect to the Offer. However, the board of
directors, based on the recommendation of a special committee of
independent directors of Look, has determined that the support
agreement is in the best interests of Look and that the board will not
make a negative recommendation to shareholders in relation to the
Offer. The reasons for the board's determinations will be set forth in
a directors' circular that will be mailed to Look's shareholders
(including holders of subordinate voting shares) in due course, a copy
of which will be publicly available under Look's profile at www.sedar.com.
The support agreement allows Look to respond to proposals for
alternative transactions (including proposals made in the context of
the previously announced process by which Unique Broadband Systems Inc.
("UBS") will seek offers for the purchase of the 24,846,578 multiple
voting shares and 29,921,208 subordinate voting shares of Look that it
indirectly holds) in certain circumstances, and to support alternative
transactions that the directors determine are more favourable than the
Offer, from a financial point of view, to Look's shareholders (subject
to certain conditions, including a right of the Offerors to match any
superior proposal and payment of a $225,000 termination fee). The
termination fee is not payable in connection with a sale by UBS of its
shares of Look as part of the UBS sale process, unless Look adversely
changes its recommendation in respect of the Offer or otherwise
approves the UBS sale. In the event that at least 25 million multiple
voting shares are taken up and paid for under the Offer, Look has
agreed to use its commercially reasonable efforts to replace two of its
existing directors with nominees of the Offerors and to cause Mr.
Ulicki to be appointed as the Chief Executive Officer of Look, in each
case subject to the fiduciary duties of Look's board. A complete copy
of the support agreement will be publicly available under Look's
profile at www.sedar.com.
The commencement of the Offer is subject to certain conditions set forth
in the support agreement. The completion of the Offer is also subject
to certain conditions, including a minimum tender condition and the absence of a material adverse change in respect of Look. There can
be no assurance that the conditions of the Offer will be satisfied
prior to the expiry time of the Offer, or that the Offer will be
completed as proposed or at all. The full terms and conditions of the
offer will be set forth in an offer and circular to be mailed to
shareholders (including holders of subordinate voting shares) on or
before January 14, 2013, a copy of which will be publicly available
under Look's profile at www.sedar.com.
About Look Communications Inc.
Look's shares are listed on the NEX under the symbols "LOK.H" for
Multiple Voting Shares and "LOK.K" for Subordinate Voting Shares.
Look's website may be found at www.look.ca.
The 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 Look 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 Look that actual
results achieved will be the same in whole or in part as those
Neither the NEX nor its Regulation Services Provider (as that term is
defined in the policies of the NEX) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: Look Communications Inc.