CALGARY, Oct. 30 /CNW/ - Guest-tek Interactive Entertainment Ltd., ("Guest-tek" or "the Company") (TSX:GTK), a world-class provider of broadband technology solutions to the hospitality industry, announced today that it has entered into an arrangement agreement (the "Arrangement Agreement") with 1456537 Alberta Inc. (the "Purchaser") pursuant to which the Purchaser will acquire all of the issued and outstanding common shares (the "Common Shares") of the Corporation not owned by the shareholders of the Purchaser at $0.50 (the "Cash Consideration") per Common Share (the "Arrangement"). Arnon Levy, President of the Corporation, is the majority shareholder of the Purchaser. This proposed going-private transaction will be effected pursuant to a plan of arrangement under section 193 of the Business Corporations Act (Alberta). An annual general and special meeting of shareholders will be held on November 26, 2009 to consider and vote upon, among other things, the Arrangement. An interim order dated October 29, 2009 was granted by the Court of Queen's Bench of Alberta, directing the conduct of the shareholders meeting and other matters relevant to the Arrangement.
The Corporation has a relatively simple share structure with 15,825,852 Common Shares outstanding. Currently, less than 30% of the Common Shares are widely held by the public and are thinly traded on the TSX. The remainder of the Common Shares are directly or indirectly held by the shareholders of the Purchaser and M.P. Technologies, Inc. In September, 2009, a special committee comprised of the independent directors of the Corporation was formed to consider the Arrangement. M.P. Technologies, Inc., which holds 14.9% of the Common Shares, has agreed to vote in favour of and otherwise support the Arrangement.
The special committee received from Meyers Norris Penny LLP ("MNP") a formal valuation of the Corporation (the "Formal Valuation") which provides that effective August 31, 2009, the value of the Common Shares was in the range of $0.49 to $0.52 per Common Share.
The Arrangement Agreement does not contain any stand still or non-solicitation covenants on the part of the Corporation and does not provide for any break fees in the event of a competing bid.
About Guest-tek Interactive Entertainment Ltd.
Guest-tek Interactive Entertainment (Guest-tek(TM)) is the world's largest provider of IP based technology solutions for the hospitality industry. Guest-tek's(TM) OneView(TM) platform provides hotels with converged data, video and telephony services. Guest-tek(TM) is a preferred vendor to major hotel brands, providing services including network design, procurement, implementation, and post sales customer support to 2,668 properties and over 450,000 rooms. Guest-tek's(TM) common shares trade on The Toronto Stock Exchange under the trading symbol "GTK".
The Company's head offices are in Calgary, Alberta, and it has major support facilities in Irvine, California, and Warsaw, Poland as well as Sales offices located throughout North America and Europe. For more information about Guest-tek(TM), go to www.guest-tek.com.
SOURCE GUEST-TEK INTERACTIVE ENTERTAINMENT LTD.
For further information: For further information: Mr. Arnon Levy, President & Chief Executive Officer, Guest-tek Interactive Entertainment Ltd., Telephone: (403) 444-8506, email: email@example.com