TORONTO, Dec. 23 /CNW/ - Unique Broadband Systems, Inc. ("UBS" or the "Corporation") (TSX Venture: UBS) announces that 2064818 Ontario Inc., a corporation controlled by UBS' former Chief Technology Consultant, Alex Dolgonos, has served a statement of claim (the "Statement of Claim") on UBS and each of its directors, Grant McCutcheon, Robert Ulicki and Henry Eaton, the directors of UBS elected at the special meeting of shareholders on July 5, 2010.
Among other things 2064818 Ontario Inc. alleges that (i) the directors of UBS are exercising their powers as directors in a manner that is oppressive, unfairly prejudicial and unfairly disregards the interests of UBS shareholders; and (ii) the existing directors have failed to act honestly and in good faith with a view to the best interests of UBS. The allegations are made, among other things, in respect of the amendment of the management services agreement between UBS and Look Communications Inc. ("Amended MSA"). It is also alleged that the directors of UBS intentionally triggered a change of control in the management services agreement with Jolian Investment Limited (a company controlled by the former Chief Executive Officer of UBS) by failing to re-elect the former CEO as a director.
The Statement of Claim seeks various relief, including among other things, (i) the removal of the directors of UBS from its board of directors, (ii) the setting aside of the Amended MSA or, in lieu thereof, damages in the amount of $900,000, and (iii) an order restraining UBS from obtaining any dilutive financing unless existing shareholders are entitled to participate in such financing on a pro rata basis.
UBS intends to review the Statement of Claim with its legal counsel and will provide a full and vigorous defense in due course.
Certain statements contained in this press release constitute forward-looking statements. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to UBS are intended to identify forward-looking statements. Such statements reflect UBS' current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements that may be expressed or implied by such forward-looking statements to vary from those described herein should one or more of these risks or uncertainties materialize. In addition, there can be no assurance with respect to the outcome of litigation. In particular, there can be no assurance that UBS will not be found liable for payments to certain parties in the course of litigation nor can there be any assurance that UBS will be able to recover any of the amounts sought in any counterclaim. Except as required by law, UBS does not assume any obligation to update or revise the forward looking statements contained in this press release to reflect actual events or new circumstances.
Neither the 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.
For further information: For further information:
Grant McCutcheon, Chief Executive Officer, UBS at (905) 660-8100 x 2013.