TORONTO, Feb. 3, 2012 /CNW/ - Unique Broadband Systems, Inc. ("UBS" or the "Company") (TSX Venture:
UBS) announces that it has now received from 2064818 Ontario Inc., a
company controlled by Mr. Alex Dolgonos, the formal, unsolicited
partial take-over bid offer for 10,000,000 common shares, representing
only 10% of the Company's issued and outstanding common shares, for
$0.08 per share. The stated purpose of the offer is to acquire a
sufficient number of shares to replace the current board of directors.
The board of directors of UBS is in the process of assessing the offer
with its advisors. UBS urges its shareholders not to respond to the
offer pending the full review by the board of directors and further
communications to shareholders.
The Company commenced proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in July 2011 and under these proceedings, Mr.
Dolgonos recently sought to remove and replace Messrs. Grant McCutcheon
and Henry Eaton as directors of UBS. The judgement of the Ontario
Superior Court denying Mr. Dolgonos' motion to remove and replace
Messrs. McCutcheon and Eaton did not take this partial take-over bid
into consideration. UBS is considering its obligations under the CCAA
in connection with the offer and may seek advice and directions from
Mr. Dolgonos has indicated that the Company is on the "wrong course".
UBS reminds shareholders that the course that the Company is currently
defending the Company against the claims made by Alex Dolgonos, through
his company DOL Technologies Inc. ("DOL"), and by Gerald McGoey, the
former CEO and Chairman of the Company, through his company Jolian
Investments Inc. ("Jolian"), seeking that UBS pay (i) approximately $14
million allegedly arising from the terms of their respective consulting
agreements with UBS and the change in the board after shareholders
removed the former directors on July 5, 2010, (ii) approximately $2.5
million in respect of the deferred bonus awards, and (iii)
approximately $1 million in respect of share appreciation rights
cancellation and deferred bonus payments approved in 2009 using an
assumed $0.40 share price to value them when the Company's shares were
trading at approximately $0.16. UBS denies those monies are owing;
supporting and assisting Look Communications Inc. ("Look"), in which the
Company holds a 40% economic interest, in the claims brought by Look to
recover approximately $20 million of awards paid by Look in 2009,
including approximately $3.9 million paid to DOL and approximately $5.6
million paid to Jolian; and
developing and pursuing a plan of reorganization for the Company that is
in the best interests of all of the Company's creditors and
shareholders through proceedings under the CCAA, including instituting
an expedited process to determine the validity and quantum of the
claims by DOL and Jolian discussed above and that are disputed by UBS.
It is the preliminary view of the board of directors of UBS that the
offer by Mr. Dolgonos is opportunistic and is likely being pursued to
seek control, directly or indirectly, of the various claims being
asserted against Messrs. Dolgonos and McGoey and their affiliates and
to influence the CCAA proceedings for the purpose of resolving all such
claims and proceedings in their favour.
The current expiry date of the offer is March 9, 2012. This is the
minimum time allowed under Canadian take-over rules.
About Unique Broadband Systems, Inc.
UBS's shares are listed on the TSX Venture Exchange under the symbols
"UBS". More information on UBS can be found at www.sedar.com.
The corporate information contained in this release includes
forward-looking statements regarding future events and costs 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 UBS 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 UBS that actual
results achieved will be the same in whole or in part as those
Neither the 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 Unique Broadband Systems, Inc.
For further information:
Grant McCutcheon, CEO