TORONTO, March 28, 2012 /CNW/ - Unique Broadband Systems, Inc. ("UBS" or the "Company") (TSXV: UBS) announced that its board of directors has today passed a resolution calling an annual and special meeting of shareholders (the "Meeting") and setting the record date for such Meeting. The Meeting has been scheduled for July, 11 2012 and the record date for the Meeting has been set for May 24, 2012. Formal notice of the Meeting and a management information circular will be delivered to shareholders in due course in compliance with applicable corporate and securities laws. The Meeting will be held at 10:30 a.m. at the offices of Gowling Lafleur Henderson LLP in the City of Toronto.
The items of business to be considered at the Meeting will include the matters that are the subject of the shareholders' meeting requisition that was received by the Company from 2064818 Ontario Inc. and 6138241 Ontario Inc., two companies that are directly or indirectly controlled by Mr. Alex Dolgonos (the "Dolgonos Shareholders"): (i) to remove all incumbent directors of the Company and to elect Kenneth D. Taylor, Azim S. Fancy and Daniel Marks to fill the vacancies created thereby; (ii) to increase the number of directors of the Company to four; and (iii) if the number of directors of the Company is increased, to elect Victor Wells to fill the vacancy created thereby.
In their press release dated March 8, 2012, the Dolgonos Shareholders indicate that UBS shareholders have been given two very different visions for the future of the Company: an unknown future with a new board of directors and the orderly liquidation and winding up of the Company. In order for UBS shareholders to have the necessary information to permit them to make an informed decision regarding these different visions, the board of directors continues to be of the view that of primary importance to all stakeholders is to ensure, prior to the Meeting, that the determination of the validity and quantum of the over $18 million in claims against UBS (the "Claims") of affiliates of Mr. Dolgonos and Mr. McGoey, the former CEO of UBS, is completed as quickly as possible through the CCAA proceedings which are currently underway. Specifically, a determination of the disallowance of the Claims under the CCAA claims process could hold substantial value for all shareholders and the board of directors believes that shareholders are entitled to know the amount of such value prior to making a decision in respect of a change in board of directors.
UBS has been pushing for the determination of the Claims on their merits in the CCAA claims process in the most efficient and cost-effective manner, a process that is being challenged by affiliates of Messrs. Dolgonos and McGoey. UBS believes that it is reasonable to expect that the claims process should be able to be completed in advance of the Meeting. UBS, its board of directors and its chairman reserve the right, in their sole discretion, to either adjourn the Meeting or seek an order of the court to postpone the Meeting, including until such time as the claims process is completed.
The Corporation has received notice from the TSX Venture Exchange (the "Exchange") that, in accordance with its Continued Listing Requirements outlined in Exchange Policy 2.5, the Corporation no longer meets the tests related to having a significant interest in a business or primary asset used to carry on business. The Exchange placed the Corporation on notice to transfer to NEX on June 7, 2012, subject to the Corporation making a submission that it meets all Tier 2 Continued Listing Requirements.
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 and DO NOT TENDER their UBS shares to the unsolicited offer (the "Dolgonos Offer") from 2064818 Ontario Inc. to acquire up to 10,000,000 common shares of UBS, representing less than 10% of the Company's issued and outstanding common 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 May 11, 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