VANCOUVER, April 25, 2013 /CNW/ - Radiant Communications Corp. ("Radiant" or the "Company") (TSX-V: RCN) announces that the Company has entered into an agreement to terminate the arrangement agreement dated March 8, 2013 (the "Arrangement Agreement") among Radiant, Maxam Opportunities Fund LP and its affiliated entity, Maxam Opportunities Fund (International) LP (together, "Maxam"), Pender Growth Fund (VCC) Inc. and its affiliated entity, Pender Financial Group Inc. (together, "Pender"), and a company established jointly by Maxam and Pender for the purposes of the transactions contemplated by the Arrangement Agreement (the "Purchaser").
On April 23, 2013, Frontier Networks Inc. ("Frontier") gave notice that Frontier will make a formal takeover bid for any or all issued and outstanding common shares of Radiant ("Common Shares") at a price of $1.00 per Common Share in cash on or before May 3, 2013. That same day, the special committee of independent directors of Radiant that has been established to evaluate the transaction with the Purchaser (the "Independent Committee") advised the Purchaser and announced by news release that it had determined that the acquisition proposal from Frontier constitutes a "Superior Proposal" under the terms of the Arrangement Agreement.
Under the Arrangement Agreement, the Purchaser had the right to match the Frontier proposal. Today, the Purchaser advised Radiant that it would not match the Frontier proposal and in connection therewith the Purchaser and Radiant agreed to terminate the Arrangement Agreement. Under the terms of the Arrangement Agreement, no break fee is payable to the Purchaser; however, in connection with the termination Radiant, is obligated to pay the actual third party expenses incurred by the Purchaser group, up to an aggregate maximum of $100,000.
Radiant has cancelled the meeting of Radiant securityholders, originally scheduled for April 24, 2013 and then postponed to May 1, 2013, as the Arrangement Agreement has been terminated and the plan of arrangement between Radiant and the Purchaser will not be proceeding.
About Radiant Communications Corp.
Radiant is a leading provider of managed network and cloud hosting solutions for medium-size enterprises. Leveraging one of the largest Internet footprints across Canada, Radiant offers a comprehensive portfolio of reliable, secure and scalable IT infrastructure services, simplified under a single point of contact. For over 15 years, many of Canada's most recognized brand names have been relying on Radiant to support their mission-critical business operations.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain forward-looking information or forward-looking statements (collectively referred to as "forward-looking statements"), including statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential", or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements may include, without limitation, statements regarding the completion of the proposed transaction, the holding of the Meeting and other statements that are not historical facts. While such forward-looking statements are expressed by Radiant, as stated in this release, in good faith and believed by Radiant to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, required Radiant securityholder approval and necessary court approval, the satisfaction or waiver of certain other conditions contemplated by the Arrangement Agreement, and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Radiant is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities law or to comment on expectations of, or statements made by any other person in respect of the proposed transaction. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk.
SOURCE: Radiant Communications Corp.
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