VANCOUVER, March 27, 2013 /CNW/ - Radiant Communications Corp. ("Radiant") (TSXV: RCN) is pleased to announce that it has filed its meeting
materials on SEDAR, including a management information circular of
Radiant dated March 22, 2013 (the "Circular"), in connection with its previously announced going-private
transaction (the "Transaction"). Pursuant to the Transaction, a company established jointly by Maxam
Opportunities Fund LP and its affiliated entity, Maxam Opportunities
Fund (International) LP (together, "Maxam") and Pender Growth Fund (VCC) Inc. and its affiliated entity, Pender
Financial Group Inc. (together, "Pender") for the purposes of the Transaction (the "Purchaser") will acquire all of the issued and outstanding common shares of
Radiant ("Common Shares") that Maxam and Pender do not already own for cash consideration of
$0.85 per Common Share by way of a plan of arrangement (the "Arrangement"). Maxam and Pender collectively own approximately 65% of the
outstanding Common Shares. The mailing of the meeting materials to
Radiant shareholders and optionholders will begin March 28, 2013.
The Arrangement will be considered by Radiant shareholders and
optionholders at a special meeting scheduled to be held at the offices
of McMillan LLP, Suite 1500 - 1055 West Georgia Street, Vancouver,
British Columbia on April 24, 2013 at 10:00 a.m. (Vancouver time) (the
"Meeting"). The record date for the Meeting is March 21, 2013.
The Circular contains, among other things, details concerning the
Arrangement, the requirements for the Arrangement to become effective,
the procedure for receiving payment for Common Shares, voting at the
Meeting and other related matters. Shareholders and optionholders are
urged to carefully review the Information Circular and accompanying
materials as they contain important information regarding the
Arrangement and its consequences to shareholders and optionholders.
On March 22, 2013, Radiant obtained an interim order of the Supreme
Court of British Columbia to authorize the shareholder and optionholder
meeting process in connection with the Arrangement. The Arrangement is
subject to, among other things, the approval of: (i) a majority of the
votes cast by Radiant shareholders (other than Maxam, Pender and their
affiliates and any related parties) present in person or represented by
proxy at the Meeting; (ii) not less than two-thirds of the votes cast
by Radiant shareholders present in person or represented by proxy at
the Meeting; and (iii) not less than two-thirds of the votes cast by
Radiant shareholders and optionholders, voting together as one class,
present in person or represented by proxy at the Meeting. Assuming that
the Arrangement is approved at the Meeting, Radiant is currently
scheduled to return to court on April 25, 2013 to seek a final order to
implement the Arrangement.
The closing of the Arrangement is subject to the satisfaction of certain
other closing conditions customary in a transaction of this nature.
Assuming that these conditions are satisfied, it is expected that the
closing of the Arrangement will be completed prior to the end of April
Subsequent to the public announcement of the Arrangement, Radiant
received an alternative proposal from a third party that proposed
consideration greater than that offered under the Arrangement in a
transaction that would be carried out in a similar manner to the
Arrangement. The proposal was subject to confirmatory due diligence by
the third party's lender. Maxam and Pender advised the special
committee of independent directors of Radiant established to evaluate
the Transaction (the "Independent Committee") that they would not support the proposal from the third party. Given
Maxam and Pender's significant Common Share position, the Independent
Committee determined that, without Maxam and Pender's support, any vote
of shareholders on such alternative offer would not succeed and
therefore would not be in the best interests of Radiant and its
shareholders. As a result, the board of directors of Radiant and the
Independent Committee decided not to pursue the alternative proposal as
it could not reasonably be expected to constitute a "Superior Proposal"
under the terms of the Arrangement Agreement, dated March 8, 2013,
among Radiant, Maxam, Pender and the Purchaser. For additional
disclosure on this alternative proposal, please see the section
entitled "Background to the Arrangement" in the Circular.
Copies of the meeting materials and certain related documents are
available on SEDAR at www.sedar.com.
About Radiant Communications Corp.
Radiant is a leading provider of managed network and cloud hosting
solutions for medium-size enterprises. Leveraging one of the largest
Internet footprints across Canada, Radiant offers a comprehensive
portfolio of reliable, secure and scalable IT infrastructure services,
simplified under a single point of contact. For over 15 years, many of
Canada's most recognized brand names have been relying on Radiant to
support their mission-critical business operations.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
This press release may contain forward-looking information or
forward-looking statements (collectively referred to as
"forward-looking statements"), including statements that use
forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential", or the negative
thereof or other variations thereof or comparable terminology. Such
forward-looking statements may include, without limitation, statements
regarding the mailing of the meeting materials, the completion of the
proposed transaction, the holding of the Meeting and other statements
that are not historical facts. While such forward-looking statements
are expressed by Radiant, as stated in this release, in good faith and
believed by Radiant to have a reasonable basis, they are subject to
important risks and uncertainties including, without limitation,
required Radiant securityholder approval and necessary court approval,
the satisfaction or waiver of certain other conditions contemplated by
the arrangement agreement, dated March 8, 2013, among Radiant, Maxam,
Pender and the Purchaser, and changes in applicable laws or
regulations, which could cause actual results to differ materially from
future results expressed, projected or implied by the forward-looking
statements. As a result of these risks and uncertainties, the proposed
transaction could be modified, restructured or not be completed, and
the results or events predicted in these forward-looking statements may
differ materially from actual results or events. These forward-looking
statements are not guarantees of future performance, given that they
involve risks and uncertainties. Radiant is not affirming or adopting
any statements made by any other person in respect of the proposed
transaction and expressly disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except in accordance with
applicable securities law or to comment on expectations of, or
statements made by any other person in respect of the proposed
transaction. Investors should not assume that any lack of update to a
previously issued forward-looking statement constitutes a reaffirmation
of that statement. Reliance on forward-looking statements is at
investors' own risk.
SOURCE: Radiant Communications Corp.
For further information:
about Radiant, please visit www.radiant.net.