WINNIPEG, March 3, 2017 /CNW/ - (TSX: MBT) Manitoba Telecom Services Inc. (MTS) today announced that President and CEO Jay Forbes will be leaving the company following the expected successful closing of its pending transaction with BCE Inc. (BCE) (NSX, NYSE: BCE) on March 17, 2017.
Forbes joined MTS in January 2015 and led a significant two-year transformation effort, culminating with the recent sale of the company to BCE for $3.9 billion. He also oversaw the successful sale of Allstream Inc. to Zayo Group Canada Inc. and launched several initiatives designed to make MTS a truly customer first organization.
"I want to sincerely thank Jay for the remarkable job he has done at MTS," said David Leith, Chair of the Board of Directors for MTS. "Under his leadership, MTS brought increased value and service to our customers, delivered more than $1 billion of value to shareholders and secured vital investments in the future of our province and communities. We are appreciative of his tremendous efforts and we wish him nothing but success in his future endeavours."
"With the arrival of the new Bell MTS combination, the time will be right for me to move on and pursue new opportunities," said Forbes. "I cannot even begin to express my immense gratitude to the board, my management team and our employees for their tireless efforts over the past two years. They should be proud of their accomplishments and look forward with excitement to a bright future as Bell MTS."
CLOSING AND ELECTION DATE
The Election Deadline for MTS shareholders has been set for March 14, 2017.
A detailed description of the Arrangement is set forth in the MTS management information circular dated May 26, 2016 (the Circular). Shareholders can obtain a copy of the Circular as filed with the Canadian provincial securities regulatory authorities at www.SEDAR.com.
The letter of transmittal and election form that was previously mailed to registered MTS shareholders, and is also available on our website at www.mts.ca/investors and on www.SEDAR.com, explains how registered shareholders can deposit their MTS common shares, elect the form of consideration they wish to receive and obtain payment for their MTS common shares once the Arrangement is completed. The letter of transmittal and election form also includes disclosure on the U.S. federal income tax considerations with respect to the Arrangement for U.S. tax payers, which was not determinable at the time the Circular was mailed. MTS shareholders in the United States are urged to read this disclosure.
Election of Consideration
MTS shareholders may elect to receive either (i) the cash consideration of $40.00 per MTS common share, or (ii) the share consideration of 0.6756 of a BCE common share for each MTS common share. Shareholders may only elect to receive cash consideration or share consideration for all their shares; shareholders may not elect to receive a combination of cash and shares. However, any election by a shareholder is subject to proration and rounding, such that the aggregate consideration to be paid to MTS shareholders will be 45% in cash and 55% in BCE common shares, and therefore shareholders may ultimately receive a combination of cash and BCE common shares by operation of the proration provisions of the Arrangement.
Election Deadline Reminder
Registered shareholders may make an effective election by depositing with Computershare Trust Company of Canada, on or prior to 5:00 p.m. (Toronto time) on March 14, 2017, a duly completed letter of transmittal and election form indicating their election, together with the certificates (if applicable) representing their MTS common shares. The letter of transmittal and election form is available on our website at www.mts.ca/investors and on www.SEDAR.com or by contacting Computershare Trust Company of Canada. Any questions regarding receipt of the cash or share consideration, including any request for another copy of the letter of transmittal and election form, should be directed to Computershare Trust Company of Canada by phone at 1-877-982-8757 (toll free in North America) or by email at [email protected].
Non-registered shareholders that hold MTS common 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 and should contact such intermediary with any questions about their election. Shareholders who may have made an election through an intermediary prior to the date of this news release may wish to contact their intermediary prior to the election deadline to verify that their election has been made properly.
Any MTS shareholder who fails to properly make an election prior to 5:00 p.m. (Toronto time) on March 14, 2017 will be deemed to have elected to receive, for each MTS common share, the cash consideration, subject to proration and rounding. MTS recommends that MTS shareholders take the necessary steps to ensure that their letter of transmittal and election form is returned to Computershare Trust Company of Canada by 5:00 p.m. (Toronto time) on March 14, 2017. There can be no guarantee that Canada Post will be able to deliver the letter of transmittal and election form and enclosures by such time, and MTS shareholders using a courier service or mailing through Canada Post, by regular post, registered mail or otherwise, do so at their own risk.
An MTS shareholder who has elected to receive share consideration or cash consideration but, because of proration, receives a combination of BCE common shares and cash, will be required to make a joint election to obtain a full or partial tax deferral. A tax instruction letter providing certain instructions on how to complete the tax election may be obtained at BCE's website at bce.ca/investors/shareholder-info/mts-acquisition on closing, which is expected on March 17, 2017.
Forward-looking statements disclaimer
This news release contains forward-looking statements and information (collectively, the "forward-looking statements") including, but not limited to, those relating to the proposed acquisition by BCE of all of the issued and outstanding MTS common shares, the satisfaction or waiver of conditions to the closing of the Arrangement, the scheduled closing date of the Arrangement, the benefits expected to result from the Arrangement and other statements that are not historical facts.
As a consequence, actual results in the future may differ materially from any expectation, conclusion, forecast or projection in such forward-looking statements. Therefore, forward-looking statements should be considered carefully and undue reliance should not be placed on them. Examples of statements that constitute forward-looking information may be identified by words such as "believe", "expect", "project", "should", "anticipate", "could", "target", "forecast", "intend", "plan", "outlook", "see", "set", "pending", and other similar terms. All forward-looking statements are made pursuant to the safe harbour provisions of applicable Canadian securities legislation.
Forward-looking statements are subject to risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. 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. Forward-looking statements are provided herein for the purpose of giving information about the proposed transaction referred to above and its expected impact. Readers are cautioned that such information may not be appropriate for other purposes.
Completion of the Arrangement remains subject to a number of conditions precedent and termination rights, some of which are outside of MTS' control, including, without limitation, the operation and performance of the MTS business in the ordinary course until closing of the Arrangement, the maintenance of the required regulatory approvals, the maintenance of legality of closing and compliance by MTS with various other covenants contained in the Arrangement Agreement, all of which are subject to important risks, uncertainties and assumptions. There can be no certainty, nor can MTS provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived and that the Arrangement will occur, or, if satisfied or waived, when they will be satisfied or waived or that the expected closing date will occur. There can also be no assurance that the strategic, operational or financial benefits expected to result from Arrangement will be realized.
For additional information on the assumptions and risks underlying certain forward-looking statements made in this news release, please see the Circular, a copy of which can be obtained at www.SEDAR.com.
MTS delivers a full suite of information and communications services for Manitobans – Wireless, Internet, TV, Phone Service and Security Systems plus a full suite of Information Solutions, including Unified Cloud and Managed Services.
MTS actively gives back to organizations that strengthen communities, providing sponsorships, grants and scholarships, value-in-kind support and volunteer commitment in Manitoba.
SOURCE MTS Inc.