TORONTO, March 5, 2012 /CNW/ - Unique Broadband Systems, Inc. ("UBS" or the "Company") (TSX Venture: UBS) announced that in respect of its motion (the "Motion") in the proceedings commenced under the CCAA to enforce the stay of proceedings as against the unsolicited offer (the "Dolgonos Offer") from 2064818 Ontario Inc. ("206 Ontario"), a corporation owned by a trust of the family of Mr. Alex Dolgonos ("Mr. Dolgonos"), to acquire up to 10,000,000 common shares of UBS, representing less than 10% of the Company's issued and outstanding common shares, the court has today determined not to stay the Dolgonos Offer. As a result, the Dolgonos Offer will be permitted to proceed.
The portion of the Motion relating to suspending the holding of shareholders' meetings has been adjourned until such time as 206 Ontario requisitions such a meeting. It is currently unknown whether UBS will be required to call a shareholders meeting for the purposes of changing the board of directors of UBS if 206 Ontario and Mr. Dolgonos decide to requisition such a meeting.
The Company continues to pursue the determination, in as expeditious and cost-effective a manner as possible, of the validity and quantum of the claims by affiliates of Mr. Dolgonos and Mr. McGoey (the former CEO of UBS) that are disputed by UBS.
UBS Shareholders Urged to Reject the Dolgonos Offer
UBS Shareholders are reminded that the recommendation of UBS' board of directors to UBS Shareholders is that they REJECT the Dolgonos Offer and DO NOT TENDER their UBS Shares. A more detailed discussion of the reasons for rejecting the Dolgonos Offer is contained in the Directors' Circular that has been mailed to each UBS Shareholder and that has been filed with the Canadian securities regulatory authorities. The Directors' Circular is available on SEDAR at www.sedar.com. UBS Shareholders are advised to read the Directors' Circular carefully and in its entirety, as it contains important information regarding UBS, 206 Ontario and the Dolgonos Offer.
How to Withdraw Tendered UBS Shares
To reject the Dolgonos Offer, if you have not tendered your UBS Shares, you do not need to do anything. Simply do not tender your UBS Shares to the Dolgonos Offer. UBS Shareholders who have already tendered their UBS Shares to the Dolgonos Offer can withdraw them at any time before they have been taken up and accepted for payment by 206 Ontario. The board of directors urges UBS Shareholders to withdraw any UBS Shares tendered to the Dolgonos Offer prior to March 9, 2012. UBS Shareholders holding shares through a dealer, broker or other nomine should contact such dealer, broker or nominee to withdraw their UBS Shares. Shareholders requiring assistance to withdraw UBS Shares from the Dolgonos Offer should contact: [email protected].
About Unique Broadband Systems, Inc.
UBS's shares are listed on the TSX Venture Exchange under the symbols "UBS". More information on UBS can be found at www.sedar.com.
The corporate information contained in this release includes forward-looking statements regarding future events and costs that involve risks and uncertainties that could cause actual results to differ materially. Assumptions used in the preparation of such information, although considered reasonable by UBS at the time of preparation, may prove to be incorrect. The actual results achieved may vary from the information provided herein and the variations may be material. Consequently, there is no representation by UBS that actual results achieved will be the same in whole or in part as those forecast.
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:
Grant McCutcheon, CEO