BURNABY, BC, Jan. 12, 2015 /CNW/ - GLENTEL Inc. ("GLENTEL") (TSX: GLN) reported today that its securityholders have approved the previously announced plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement") at a special meeting of securityholders of GLENTEL held today. Based on the report provided to GLENTEL by the scrutineer for the meeting, the Arrangement was approved by 99.99% of the votes cast by eligible securityholders (including 99.99% of the votes cast by disinterested shareholders). The Arrangement provides for, among other things, the acquisition by BCE Inc. of all of the outstanding common shares of GLENTEL and the purchase for cancellation by GLENTEL of all of the outstanding options to purchase common shares of GLENTEL, subject to the provisions of the arrangement agreement dated November 28, 2014 between GLENTEL and BCE Inc.
It is anticipated that the Arrangement will be completed in the first half of 2015, subject to satisfaction of customary closing conditions, including receipt of required Court and regulatory approvals. Application for a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement has been scheduled to be heard on January 14, 2015. GLENTEL has been informed by the U.S. Federal Trade Commission that applicable requirements under the Hart-Scott Rodino Antitrust Improvements Act of 1976 have been satisfied. Filings required under the Competition Act (Canada) have been made and the application is currently pending.
Election of Consideration
GLENTEL shareholders may elect to receive either (but not both) the cash consideration of $26.50 per share or the common share consideration of 0.4974 of a common BCE share as specified under the Arrangement for all of their GLENTEL shares. However, any election by a shareholder is subject to proration and rounding and therefore, shareholders may ultimately receive a combination of cash and BCE common shares by operation of the proration provisions of the Arrangement. Under the Arrangement, BCE will pay consideration to shareholders, in the aggregate, in cash in respect of 50% of the outstanding common shares of GLENTEL and BCE common shares in respect of 50% of the outstanding shares.
Registered shareholders may make an effective election by depositing with the depositary under the Arrangement, on or prior to the election date, a duly completed letter of transmittal and election form indicating their election, together with the certificates (if applicable) representing shares. Non-registered shareholders that hold shares through an intermediary, such as a broker, investment dealer, bank or trust company, should carefully follow the instructions and deadlines from the intermediary that holds shares on their behalf. Shareholders that have previously provided their election information in accordance with such requirements are not required to take any further action.
The election date will be the date that is three business days prior to the closing date of the Arrangement. The parties currently anticipate that the transaction will close during the first half of this year. GLENTEL will provide at least five business days' notice of the election date by means of a news release disseminated on newswire in Canada.
Shareholders who receive a mix of BCE common shares and cash, including a shareholder who elects to receive only BCE common shares but, because of proration, receives a combination of BCE common shares and cash, will be required to make a joint election under the Income Tax Act (Canada) and the corresponding provisions of any applicable provincial tax legislation in order to obtain a full or partial tax deferral.
Based in Burnaby, BC, Canada, GLENTEL is a leading provider of innovative and reliable wireless communications services and solutions, offering a choice of network carrier and wireless or mobile products and services to consumers and commercial customers. GLENTEL is one of the largest independent multicarrier mobile phone retailers in Canada and Australia. In the United States, GLENTEL operates two of the six National Premium Retailers for Verizon Wireless. To its business and government customers, GLENTEL offers wireless systems and hardware, rental equipment, and system implementation services. GLENTEL celebrated its 50th anniversary in 2013.
GLENTEL's own brands, including GLENTEL Wireless Solutions, WIRELESSWAVE, WAVE SANS FIL, Tbooth wireless, la cabine T sans fil, WIRELESS etc…, SANS FIL etc…, MacStation, Diamond Wireless, Wireless Zone®, and Allphones span four countries and three continents. At December 31, 2014, the company employed over 4,670 employees and operated more than 1,388 locations, including more than 503 locations in Canada, located in retail malls, Costco Wholesale stores, Target retail stores, and business centres; more than 738 corporate, franchise, and BJ's Wholesale Inc. kiosk retail locations in the United States; and more than 147 retail locations in Australia and the Philippines.
Caution concerning forward-looking statements
Certain statements made in this news release are forward-looking statements, including, but not limited to, statements relating to the proposed acquisition by BCE Inc. of all of the issued and outstanding common shares of GLENTEL, the expected timing for completion of the proposed transaction , and other statements that are not historical facts. Such statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements to be materially different from any future results or achievements expressed or implied by the statements. Accordingly, we caution you against relying on any of these forward-looking statements.
All such forward-looking statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this news release describe our expectations at the date of this news release. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise.
Notice to US securityholders
The transaction contemplated by this news release involves the securities of Canadian companies and will be subject to Canadian disclosure requirements that are different from those of the United States. The common shares of BCE Inc. to be issued pursuant to the plan of arrangement described herein will not be registered under the U.S. Securities Act of 1933 pursuant to an exemption from the registration requirements of such Act. Financial statements included or incorporated by reference in the information circular relating to the transaction have been prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of U.S. companies.
SOURCE Glentel Inc.
For further information: GLENTEL Inc., Jas Boparai, Chief , Financial Officer, (604) 415-6500, [email protected]