Amtelecom Income Fund and Bragg Communications Inc. enter into definitive support agreement

    AYLMER, ON, April 3 /CNW/ - Amtelecom Income Fund (AMT.UN) ("Amtelecom")
and Bragg Communications Inc. ("Bragg Communications") announced today that
they have entered into a definitive support agreement pursuant to which Bragg
Communications will offer to acquire (the "Offer") all of the outstanding
units of Amtelecom (the "Units") by way of a take-over bid for $14.25 in cash
per Unit. The consideration under the Offer represents a 26.7% premium over
the closing price of the Units on February 15, 2007 (the day prior to the
announcement by Bell Aliant Regional Communications Income Fund ("Bell
Aliant") that it intended to make an offer for Amtelecom). The Offer price is
9.6% above the Bell Aliant offer price of $13.00 per Unit.
    The Board of Trustees of Amtelecom has unanimously determined that the
offer is fair and will recommend that unitholders (the "Unitholders") tender
to the Offer. Amtelecom's financial advisor, CIBC World Markets Inc., has
provided an opinion to the Board of Trustees that the consideration to be
received by the Unitholders under the transaction is fair, from a financial
point of view, to such Unitholders. "The Special Committee of the Board of
Trustees of Amtelecom has carefully weighed this and alternative offers and
has determined that entering into this support agreement with Bragg
Communications provides the greatest value to our Unitholders" said Stanley
Stewart, Chairman of the Special Committee and Board of Trustees of Amtelecom.
Each senior officer and each member of the Board of Trustees of Amtelecom
intends to tender their Units to the Offer.
    "Bragg Communications" decision to purchase Amtelecom is based on a
desire to augment our existing business with a company that complements our
expertise as a provider of cable, internet and telephone services," said Lee
Bragg, co-Chief Executive Officer, Bragg Communications. TD Securities Inc.
acted as financial advisor to Bragg Communications.
    Amtelecom has entered into a support agreement with Bragg Communications
that provides for, among other things, a non-solicitation covenant on the part
of Amtelecom, a right in favour of Bragg Communications to match any competing
offers, and both a non-completion fee payment of $3.67 million and the
reimbursement of expenses of $1 million, to be paid by Amtelecom under certain
    The Offer will be conditional upon a minimum of 66 2/3% of the Units
being deposited to the Offer as well as receipt of all necessary regulatory
approvals and other customary conditions. A take-over-bid circular containing
the terms of the Offer will be mailed to Unitholders, together with an
Amtelecom Board of Trustees' circular and other related documents, on or
before April 17, 2007. The Offer, unless extended, will expire 36 days from
its commencement. The Fund agreed in the support agreement to waive the
application of the Unitholder Rights Plan to the Offer.

    About Amtelecom Income Fund
    Amtelecom Income Fund is an unincorporated, open-ended, limited purpose
trust established under the laws of the Province of Ontario to invest in
telecommunications and closely related businesses. The Fund, through its
wholly owned operating partnerships and subsidiaries, is the local telephone
service provider to several regions in southwestern and central Ontario
currently providing services through approximately 26,900 residential and
business access lines. The Fund also provides cable television service to
approximately 8,800 subscribers and Internet services to approximately 13,000

    About Bragg Communications
    Bragg Communications operates multiple systems in Nova Scotia, Prince
Edward Island and New Brunswick. The company provides a range of
communications, entertainment & advertising services to business and
residential customers under the EastLink brand.

    Forward-looking Statements
    Certain statements in this release may constitute "forward-looking
statements" which involve known and unknown risks, uncertainties and other
factors that may cause the actual combined results, performance or
achievements of the Fund to be materially different from any future results,
performance or achievements expressed or implied by such "forward-looking
statements." Such statements may reflect current beliefs, expectations,
estimates and assumptions regarding future events and operating performance
and speak only as of the date of this release, and can be generally identified
by the use of statements that include words such as "anticipate", "believe",
"intends", "intention", "expects", or similar words and phrases. Although the
Fund believes that the expectations reflected in such statements are
reasonable, such statements involve risks and uncertainties, and undue
reliance should not be placed on such information. Reference should be made to
the Fund's Annual Information Form for the year ended December 31, 2006 for a
discussion of risk factors including, among others, technological, competitive
and regulatory changes, which may cause actual results, events or activities
to differ materially from those expressed or implied in such forward-looking

For further information:

For further information: Michael J. Andrews, President and Chief
Executive Officer, Amtelecom Holdings Limited Partnership, Telephone: (519)
773-1237, Email:; David Bronicheski, Executive
Vice-President and Chief Financial Officer, Amtelecom Holdings Limited
Partnership, Telephone: (519) 773-1282, Email:;
Paula Sibley, Communications Specialist, Bragg Communications, Telephone:
(902) 446-1939, Fax: (902) 453-2118, email:

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