Data Group Announces Management Change and Rights Offering
16 Apr, 2015, 20:34 ET
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
BRAMPTON, ON, April 16, 2015 /CNW/ - DATA Group Ltd. ("The DATA Group", "DATA" or the "Company") (TSX: DGI) announced today that Michael Suksi has stepped down as the Company's President and Chief Executive Officer. The Company also announced its intention to complete a rights offering to shareholders.
Change in Management
"Michael has been with The DATA Group since 1985 and the Board wants to thank him for his numerous contributions to The DATA Group during his long tenure and wish him the best as he takes some time for himself" said Thomas Spencer, Chairman of DATA's Board of Directors.
In Mr. Suksi's replacement, DATA is pleased to announce the appointment of Michael Sifton as President and Chief Executive Officer. Mr. Sifton has also been appointed to the Company's Board of Directors. Mr. Sifton's appointment follows a comprehensive search process conducted by the Company's board of directors, which appointed a search committee of its members to oversee the process, to work with an executive search firm, and to make assessments and recommendations.
Mr. Sifton, 55, has had a long and successful career in the newspaper publishing business with extensive operational experience in managing print operations. Mike was President and CEO of Sun Media, and integrated Osprey Media into the company when it was acquired by Sun Media in 2007. Mike led the formation of Osprey Media Group in 2001 and it was taken public in 2004 as Osprey Media Income Fund. Prior to forming Osprey, Mike was President of Hollinger Canadian Newspapers L.P. and President and CEO of family-owned Armadale Communications. Most recently, Mike has been a Managing Director at Beringer Capital, a private equity firm based in Toronto, Canada that focuses on the marketing services, specialty media and advertising industries in North America.
Mike is currently the Chairman of the Board of Governors of St. Andrew's College in Aurora, Ontario and is a member of the Board of Directors of Yellow Pages Limited. Mike is also a member of the Senate of the 48th Highlanders of Canada. Mike holds a B. Comm (Honours) from Queen's University.
DATA also announced today that, subject to receipt of the requisite regulatory approvals, it intends to conduct a rights offering (the "Rights Offering"), in which all existing holders of common shares of the Company ("Common Shares"), may, subject to applicable law, participate on an equal and proportional basis in purchasing additional Common Shares.
The Rights Offering will be conducted by way of a rights offering circular (the "Circular"). Pursuant to the Rights Offering, each shareholder as of the record date for the offering (the "Record Date") will be issued one right ("Right") for each Common Share held on the Record Date. Eligible holders of Rights will be entitled to exercise their Rights on the basis that, for every four Rights held, the holder will be entitled to purchase one Common Share at a price of $0.56 per Common Share at or before the expiry time of the Rights Offering, following which all outstanding Rights shall terminate and expire. Eligible holders of rights certificates who exercise all of their Rights will also be entitled to acquire additional Common Shares, if any, which are not subscribed for by other holders of Rights pursuant to an additional subscription privilege, the terms of which will be described in the Circular. The Rights will be transferable and will be represented by rights certificates. The maximum number of Common Shares issuable pursuant to the Rights Offering will be 5,872,648. The completion of the Rights Offering is not subject to the Company receiving any minimum amount of subscriptions.
Mr. Sifton has agreed to provide a standby commitment (the "Standby Commitment") pursuant to which he is required to acquire any Common Shares not otherwise acquired under the Rights Offering by holders of Rights pursuant to the basic subscription privilege and the additional subscription privilege, up to a maximum of 1,750,000 Common Shares. The Company will not pay Mr. Sifton any fee for providing the Standby Commitment. The Standby Commitment is subject to certain other conditions and may be terminated prior to the date of closing of the Rights Offering in certain circumstances. If, upon completion of the Rights Offering, the number of Common Shares available to Mr. Sifton under the Standby Commitment is less than 1,750,000 Common Shares, the Company will issue and sell, on a non-brokered private placement basis, to Mr. Sifton the number of Common Shares required to satisfy the shortfall (the "Private Placement") at a price of $0.60 per Common Share, subject to acceptance by the Toronto Stock Exchange (the "TSX").
The Rights Offering will be made in each of the provinces and territories of Canada. Subject to applicable law, a Rights certificate and the Circular will be mailed to each shareholder after a record date has been set for issuance of the Rights in conjunction with the filing of the Circular. It is expected that the Rights Offering will be open for exercise for 21 days from the date of mailing to shareholders.
DATA has submitted an application to the TSX to approve the listing of the Rights and the Common Shares issuable upon the exercise of the Rights.
Shareholders who do not wish to exercise their Rights to buy new Common Shares under the Rights Offering will have the option of selling the Rights that they receive from the Company through the TSX. Shareholders who do not exercise all of their Rights will have their present ownership interest in DATA, as a percentage of the total outstanding Common Shares, reduced as a result of the Rights Offering.
The Circular will be available on the SEDAR website at www.sedar.com. It is expected that the Circular and certificates representing the Rights will be mailed to registered shareholders on or about May 4, 2015.
Completion of the Rights Offering and the Private Placement is subject to receipt of all necessary regulatory approvals, including, but not limited to, the TSX. The Company intends to use the net proceeds raised from the Rights Offering and the Private Placement for general working capital purposes.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved or disapproved by any securities regulatory authority.
About DATA Group Ltd.
DATA Group Ltd. is a managed business communications services company specializing in customized document management and marketing solutions. DATA Group develops, manufactures, markets and supports integrated web and print based communications, information management and direct marketing products and services that help its customers reduce costs, increase revenues, maintain brand consistency and simplify their business processes. DATA Group's expertise and resources enable it to address any document requirement of its customers, from a simple mail out to an enterprise-wide document management or direct marketing initiative.
We have approximately 1,600 employees working from 32 locations across Canada and the United States.
Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of DATA Group, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. When used in this press release, words such as "may", "would", "could", "will", "expect", "anticipate", "estimate", "believe", "intend", "plan", and other similar expressions are intended to identify forward-looking statements.
These forward-looking statements include, but are not limited to, statements respecting satisfaction of the conditions for the completion of the Rights Offering and other transactions contemplated by the standby purchase agreement; commencement and success of the Rights Offering; approval for listing of Rights and Common Shares on the TSX; anticipated business activities; planned expenditures; corporate strategies; other statements that are not historical facts; and other factors more fully described from time to time in DATA Group's publicly available disclosure documents, as filed by DATA Group on SEDAR (www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated or expected.
These statements reflect DATA Group's current views regarding future events and operating performance, are based on information currently available to DATA Group, and speak only as of the date of this press release. Unless required by applicable securities law, DATA Group does not intend and does not assume any obligation to update these forward-looking statements.
SOURCE DATA Group Ltd.
For further information: Mr. Paul O'Shea, Chief Financial Officer, Data Group Ltd., Tel: (905) 791-3151
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