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CALGARY, April 21, 2016 /CNW/ - Axia NetMedia Corporation ("Axia") (TSX: AXX) is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), leading independent proxy advisory firms, have recommended that their clients vote in favour of the resolution approving the plan of arrangement announced on March 9, 2016 (the "Arrangement") involving Axia, the holders (the "Shareholders") of common shares ("Shares") of Axia and Digital Connection (Canada) Corp. (the "Purchaser"), an entity which is owned by investment vehicles managed and/or advised by Partners Group AG or its affiliates ("Partners Group"), at the special meeting of Shareholders (the "Meeting") to be held on May 6, 2016 at 10:00 a.m. (MDT).
Pursuant to the Arrangement, the Purchaser will acquire all of the Shares for cash consideration of $4.25 per Share. The $4.25 per Share purchase price represents a premium of 49% to the closing price of the Shares on the Toronto Stock Exchange on March 8, 2016, the last trading day prior to the announcement of the Arrangement, and a 47% premium to the volume-weighted average trading price of the Shares over the 60 trading days prior to the announcement of the Arrangement.
ISS and Glass Lewis are both leading independent international corporate governance analysis and proxy advisory firms who, among other things, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders. The independent recommendations of ISS and Glass Lewis are intended to assist their clients in making choices regarding proxy voting decisions.
ISS has recommended that its clients vote FOR the Arrangement based on its review of the terms of the Arrangement, and in particular, the significant cash premium, the favourable market reaction to the Arrangement, the reasonable strategic rationale for the Arrangement, and the lack of other superior strategic alternatives.
Glass Lewis has recommended that its clients vote FOR the Arrangement based on, among other things, its belief that the Arrangement is in the best interest of Shareholders.
The board of directors of Axia (with an interested director abstaining), based on the unanimous recommendation of its special committee of independent directors and after consultation in its evaluation of the Arrangement with legal and financial advisors, has unanimously approved the arrangement agreement between Axia and the Purchaser, determined that the Arrangement is in the best interests of Axia, and recommends that Shareholders vote in favour of the Arrangement.
How to Vote
Shareholders of record as of 5:00 p.m. (MDT) on April 1, 2016 are entitled to vote at the Meeting. The deadline to vote is May 4, 2016 at 10:00 a.m. (MDT). However, Shareholders are encouraged to vote well in advance of the deadline.
Your vote is important regardless of the number of Shares you own. Axia encourages Shareholders to read Axia's management information circular dated April 7, 2016 (the "Circular") in detail. The Circular contains detailed information in respect of the Arrangement and has been mailed to Shareholders. An electronic copy of the Circular is available on Axia's website at www.axiafibrenet.com and on SEDAR at www.sedar.com.
Registered Shareholders may vote by:
- Proxy returned using any of the following methods
1-866-732-VOTE (8683) (toll free within North America)
1-312-588-4290 (outside North America)
Computershare Investor Services Inc., 100 University
Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1,
Attention: Proxy Department
- Attending the Meeting in person
Shareholders who hold Shares through a bank or other intermediary will have different voting instructions. These non-registered shareholders should carefully follow the voting instructions form provided to them and return it accordingly.
For Shareholder inquiries regarding the Arrangement and voting assistance, please contact Laurel Hill Advisory Group:
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 416-304-0211
Email: [email protected]
Axia owns, operates and sells services over fibre optic communications infrastructure. Axia trades on the Toronto Stock Exchange under the symbol "AXX".
About Partners Group
Partners Group is a global private markets investment management firm with over EUR 46 billion (USD 50 billion) in investment programs under management in private equity, private real estate, private infrastructure and private debt. The firm manages a broad range of customized portfolios for an international clientele of institutional investors. Partners Group is headquartered in Zug, Switzerland, and has offices in San Francisco, Houston, New York, São Paulo, London, Guernsey, Paris, Luxembourg, Milan, Munich, Dubai, Mumbai, Singapore, Shanghai, Seoul, Tokyo and Sydney. The firm employs over 800 people and is listed on the SIX Swiss Exchange (symbol: PGHN) with a major ownership by its partners and employees.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws and which are based on the expectations, estimates and projections of management of Axia as of the date of this news release unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning the anticipated timing of the Meeting and the material terms of the Arrangement.
In respect of the forward-looking statements and information, the parties have provided such information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, Shareholder, stock exchange and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; and other expectations and assumptions concerning the Arrangement. The anticipated dates provided may change for a number of reasons, including the inability to secure necessary Shareholder, regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the transaction include the failure of Axia to obtain necessary Shareholder, regulatory, court and other third party approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and Axia continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Axia to the completion of the transaction could have an impact on Axia's current business relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and could have a material adverse effect on the current and future operations, financial condition and prospects of Axia. Furthermore, the failure of Axia to comply with the terms of the arrangement agreement may result in Axia being required to pay a fee to Partners Group, the result of which could have a material adverse effect on Axia's financial position and results of operations and its ability to fund growth prospects and current operations.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Axia are included in reports on file with applicable securities regulatory authorities. The forward-looking statements and information contained in this press release are made as of the date hereof and the parties undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any documents that may be filed with securities regulatory authorities, including the Circular, and any subsequent announcements because they will contain important information regarding the Arrangement and the terms and conditions thereof.
SOURCE Axia NetMedia Corporation
For further information: Please visit Axia's website at www.axiafibrenet.com, or contact: Art Price, Chief Executive Officer, Axia NetMedia Corporation, (403) 538-4001, [email protected]; Please visit Partners Group's website at www.partnersgroup.com, or contact: Alexander von Wolffradt, Investor Relations, Partners Group, +41 41 784 6645, [email protected]; or Jenny Blinch, Public Relations, Partners Group, +41 41 784 6526, Email: [email protected]