VANCOUVER, June 21, 2012 /CNW/ - OSI Geospatial Inc. (TSXV: OSI) ("OSI"
or the "Company") is pleased to announce that its common shareholders
(the "Common Shareholders") and Class "B" Series 2 Preference
Shareholders (the "Preferred Shareholders" and, together with the
Common Shareholders, the "Shareholders") have approved the Company's
previously announced delisting from the TSX Venture Exchange ("TSXV")
and going private transaction to be completed by way of a court
approved Plan of Arrangement (the "Transaction"). At two separate
special meetings held today, the Transaction was approved by 100% of
the Preferred Shareholders and 95.19% of the Common Shareholders,
including 92.85% of the minority Common Shareholders, voting in person
or by proxy at the respective meetings. Subject to and following
receipt of the final court order from the Supreme Court of British
Columbia and final approval of the TSXV the Company expects to delist
from the TSXV and close the Transaction in July 2012.
The Transaction provides, among other things, that (i) each Class "B"
Series 2 Preference Share (a "Preferred Share") held by a Preferred
Shareholder be converted into common shares of the Company (the "Common
Shares") at a conversion rate of 156.667 Common Shares per Preferred
Share, which is equivalent to a value of $9.40 per Preferred Share, and
(ii), all of the issued and outstanding Common Shares be consolidated
on a 250,000 to 1 basis and Common Shareholders holding less than one
post-consolidation Common Share be paid $0.060 in cash, representing a
33% premium to the pre-consolidation market price for the Common
Shares, per pre-consolidation Common Share held by them.
Further details regarding the Transaction are set out in the management
information circular dated May 16, 2012, which is available under the
Company's profile on SEDAR.
About OSI Geospatial Inc.
OSI Geospatial Inc. operates two distinct business units: Offshore
Systems Ltd. (based in Vancouver, British Columbia), a world-leading
naval fleet supplier of integrated navigation and tactical solutions;
and CHI Systems, Inc. (based in Philadelphia, Pennsylvania), a
leading-edge research, development, and systems integration supplier of
technology solutions for defense, aerospace, health, and bioscience
markets. OSI Geospatial systems and software are in use by military,
government, and commercial customers around the world. The Company is
publicly traded on the TSX Venture Exchange. For additional information
please visit www.osigeospatial.com.
Information set forth in this news release may involve forward-looking
statements under applicable securities laws. Forward-looking statements
are statements that relate to future, not past, events. In this
context, forward-looking statements often address expected future
business and financial performance, and often contain words such as
"anticipate", "believe", "plan", "estimate", "expect", and "intend",
statements that an action or event "may", "might", "could", "should",
or "will" be taken or occur, or other similar expressions. All
statements, other than statements of historical fact, included herein
including, without limitation, statements about the completion of the
Transaction and regulatory and court approvals, are forward looking
statements. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future events, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks: the need for
additional financing; operational risks associated with mineral
exploration; fluctuations in commodity price and title matters or other
reports and filings with the TSX Venture Exchange and applicable
Canadian securities regulators. Forward-looking statements are made
based on management's beliefs, estimates and opinions on the date that
statements are made and the Company undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change, except as required by applicable
securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements.
Neither 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.
SOURCE OSI Geospatial Inc.
For further information:
Chief Financial Officer and Secretary
+1 778-373-4600 +1 888 880 9797
+1 778-373-0027 (FAX)