Special Meeting of Shareholders Scheduled for March 22, 2018
VANCOUVER, CANADA, February 26, 2018 /CNW/ -Avigilon Corporation ("Avigilon") (TSX: AVO), provider of trusted security solutions, announces the mailing of its management information circular, related voting materials, and letter of transmittal (collectively, the "Meeting Materials") to Avigilon's shareholders ("Shareholders") in connection with the special meeting of Shareholders scheduled for March 22, 2018 (the "Special Meeting").
At the Special Meeting, Shareholders will be asked to pass a resolution approving the plan of arrangement (the "Arrangement"), as initially announced on February 1, 2018, whereby Motorola Solutions, Inc. ("Motorola Solutions") will acquire all of the issued and outstanding common shares of Avigilon (the "Common Shares") for cash consideration of CDN $27.00 per Common Share (the "Consideration") through Motorola Solutions Canada Holdings Inc. (the "Purchaser"), a wholly-owned subsidiary of Motorola Solutions, in accordance with the terms of an arrangement agreement dated February 1, 2018 between Avigilon, Motorola Solutions, and the Purchaser (the "Arrangement Agreement"). Closing of the Arrangement remains subject to customary closing conditions, including regulatory, shareholder, and court approvals.
Highlights of the Arrangement
Significant Premium. The Consideration represents a premium of 21.7% based on the 20-day volume weighted average price of the Common Shares on the TSX ending on January 31, 2018, the day prior to the date of announcement of the execution of the Arrangement Agreement.
All Cash Consideration. The Consideration to be paid pursuant to the Arrangement will be entirely in cash, which provides immediate liquidity and certainty of value at a significant premium, as described above.
Consideration is Fair. The Board has received a fairness opinion from each of Morgan Stanley Canada Limited and Fort Capital Partners that, subject to the assumptions made, procedures followed, matters considered and qualifications and scope of review undertaken by each, the Consideration to be received by the Shareholders is fair, from a financial point of view, to the Shareholders.
Sale Process. From October 2016 to March 2017, Avigilon's independent Special Committee of its Board of Directors conducted an extensive process that canvassed approximately 70 selected potential bidders about their interest in acquiring Avigilon. This process did not result in a transaction, and the best price per Common Share indicated by any of the potential bidders was substantially lower than the Consideration.
Superior Alternative. The Special Committee concluded that the Consideration is more favourable than the value that might be realized through pursuing the Corporation's current business plan as a stand-alone entity.
Limited Conditions. Motorola Solutions' obligation to complete the Arrangement is subject to a limited number of conditions that the Board believes are reasonable in the circumstances. The Arrangement is not subject to any financing condition.
Many additional highlights and benefits of the Arrangement are contained in the Circular.
The Special Meeting
The Special Meeting is scheduled to be held on Thursday, March 22, 2018 at 10:00 a.m. (Pacific time) at the Vancouver Club – Ballroom, 915 West Hastings Street, Vancouver, British Columbia. All Avigilon Shareholders are encouraged to carefully review the Meeting Materials as they contain important information regarding the Special Meeting and the Arrangement. The Meeting Materials and the Arrangement Agreement have been filed on SEDAR and are available under Avigilon's profile at www.sedar.com and at www.avigilon.com.
VOTE YOUR SHARES TODAY. The Avigilon Board of Directors UNANIMOUSLY approves the Arrangement and recommends that Shareholders Vote FOR the proposed Arrangement Resolution.
How to Vote
Shareholders who hold Common Shares under their own names may attend and vote at the Special Meeting or vote by proxy using one of the following methods:
Shareholders who hold Common Shares through a broker, bank, or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them by their intermediary.
Shareholders who have questions or require assistance with voting may contact Avigilon's Proxy Solicitation Agent:
Laurel Hill Advisory Group North America toll-free: 1-877-452-7184 International: 416-304-0211 Email: [email protected]
Avigilon Corporation provides trusted security solutions to the global market. Avigilon designs, develops, and manufactures video analytics, network video management software and hardware, surveillance cameras, and access control solutions. To learn more about Avigilon, visit avigilon.com.
For further information: Investor Enquiries: Avigilon Investor Relations T: (604) 629-5182 [email protected]
Media Enquiries: Amy Day Senior Manager, Global Communications T: (604) 629-5182 x2625 [email protected]
Forward-Looking Statements Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements normally contain words like 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing' and similar expressions, and within this news release include, without limitation, statements (express or implied) respecting the closing of the Motorola Solutions acquisition and expected actions to follow therefrom.
Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions, and other factors that Avigilon's management currently believes are relevant, reasonable, and appropriate in the circumstances, including, without limitation, assumptions that: the acquisition will complete under the terms, structure, and timeline currently contemplated; the Special Meeting will occur and on the timeline currently contemplated; the Avigilon shareholders will provide the requisite approval for the acquisition; all other requisite third party approvals (including, without limitation, from applicable regulatory authorities, stock exchanges, and courts) in connection with the acquisition will be obtained in a timely manner and on satisfactory terms; Motorola Solutions will have sufficient capital resources to complete the acquisition; the parties will be able to satisfy the other conditions to the closing of the acquisition and on the timeline(s) currently contemplated; Motorola Solutions' vision and strategy will remain aligned with those of Avigilon; no significant events will occur outside of Avigilon's normal course of business; and the continuation of the business and operations of Avigilon, and the integration thereof with Motorola Solutions, following completion of the transaction will occur as currently contemplated.
Although Avigilon's management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Avigilon's business, as more particularly described in the "Risk Factors" section of Avigilon's Annual Information Form dated February 28, 2017 and in the "Risk Factors" section of the management information circular prepared in connection with the Special Meeting, both of which are available under Avigilon's profile on SEDAR at www.sedar.com. Material risks and uncertainties applicable to the forward-looking statements set out herein include, but are not limited to: the acquisition is not completed in a timely fashion or at all; the Special Meeting to approve the acquisition is delayed due, for instance, to a delay in the preparation and/or mailing of the information circular and other meeting materials; the Avigilon shareholders do not approve the acquisition on the current terms or at all; any requisite third party approval is not obtained in a timely fashion (or at all) or on satisfactory terms; Motorola Solutions does not have or obtain sufficient capital resources to complete the transaction; the announcement of the transaction and the dedication of substantial resources of Avigilon to the completion of transaction has a negative impact on Avigilon's ongoing business operations and future financial condition and prospects; a third party makes a bid to acquire Avigilon prior to the completion of this acquisition; the respective strategies and vision of Avigilon and Motorola Solutions become incongruous leading to, for instance, delays in product development and availability; unforeseen challenges in integrating Avigilon's business and operations with Motorola Solutions; a loss of key Avigilon personnel, customers, and/or suppliers; and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Although Avigilon has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of Avigilon. Accordingly, readers should not place undue reliance on forward-looking statements.
Avigilon undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.