VANCOUVER, June 11, 2012 /CNW/ - OSI Geospatial Inc. (TSXV: OSI) ("OSI"
or the "Company") is pleased to announce that the TSX Venture Exchange
("TSXV") has conditionally approved the Company's previously announced
delisting from the TSXV and going private transaction to be completed
by way of a court approved Plan of Arrangement (the "Transaction").
Subject to and following the requisite approval by the Company's
shareholders, receipt of final court approval from the Supreme Court of
British Columbia, and final approval of the TSXV, the Company will
delist from the TSXV and close the Transaction shortly thereafter. The
Transaction is expected to close in July 2012.
The Transaction provides, among other things, that (i) each Class "B"
Series 2 Preference Shares (a "Preferred Share") held by a preferred
shareholder will be converted into common shares of the Company at a
conversion rate of 156.667 Common Shares; and (ii), all issued and
outstanding common shares will be consolidated on a 250,000 to 1 basis
and common shareholders holding less than one post-consolidation common
share will be paid $0.060 in cash.
The Company's board of directors unanimously approved the Transaction
and has recommend approval to the Company's shareholders at the special
meeting of shareholders to be held on June 21, 2012 (the "Meeting").
The Transaction requires 66 2/3% approval by shareholders of OSI as
well as an approval of the majority of the common shareholders after
Further details regarding the Transaction are set out in the management
information circular dated May 16, 2012, which is available under the
Company's profile on SEDAR.
About OSI Geospatial Inc.
OSI Geospatial Inc. operates two distinct business units: Offshore
Systems Ltd. (based in Vancouver, British Columbia), a world-leading
naval fleet supplier of integrated navigation and tactical solutions;
and CHI Systems, Inc. (based in Philadelphia, Pennsylvania), a
leading-edge research, development, and systems integration supplier of
technology solutions for defense, aerospace, health, and bioscience
markets. OSI Geospatial systems and software are in use by military,
government, and commercial customers around the world. The Company is
publicly traded on the TSX Venture Exchange. For additional information
please visit www.osigeospatial.com.
Information set forth in this news release may involve forward-looking
statements under applicable securities laws. Forward-looking statements
are statements that relate to future, not past, events. In this
context, forward-looking statements often address expected future
business and financial performance, and often contain words such as
"anticipate", "believe", "plan", "estimate", "expect", and "intend",
statements that an action or event "may", "might", "could", "should",
or "will" be taken or occur, or other similar expressions. All
statements, other than statements of historical fact, included herein
including, without limitation, statements about the completion of the
Transaction and regulatory and court approvals, are forward looking
statements. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future events, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks: the need for
additional financing; operational risks associated with mineral
exploration; fluctuations in commodity price and title matters or other
reports and filings with the TSX Venture Exchange and applicable
Canadian securities regulators. Forward-looking statements are made
based on management's beliefs, estimates and opinions on the date that
statements are made and the Company undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change, except as required by applicable
securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE OSI Geospatial Inc.
For further information:
Chief Financial Officer and Secretary
+1 888 880 9797
+1 778-373-0027 (FAX)