UBS Recommends Rejection of Unsolicited Offer from 2064818 Ontario Inc.
25 Fevereiro 2012 - 5:45PM
PR Newswire (Canada)
TORONTO, Feb. 27, 2012 /CNW/ - Unique Broadband Systems, Inc.
("UBS" or the "Company") today announced that its board of
directors, after careful consideration and receipt of the
recommendation of a special committee comprised of its
non-management directors, and after consultation with its legal
advisors, unanimously recommends that shareholders of UBS ("UBS
Shareholders") REJECT 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
Board recommends to UBS Shareholders that they REJECT the Dolgonos
Offer and DO NOT TENDER their UBS Shares for the following reasons:
1. The Dolgonos Offer is coercive as UBS Shareholders will
potentially remain as minority shareholders in a company that is
effectively controlled by Mr. Dolgonos and has increased risk of
having no equity value. 2. The Dolgonos Offer will disrupt and
distract the board of directors of UBS from its primary goals of
advancing the current proceedings under the Companies Creditors'
Arrangement Act("CCAA") and determining the validity and quantum of
over $8 million of alleged claims by affiliates of Mr. Dolgonos
(the "DOL Claims") and over $10 million of alleged claims by
affiliates of Mr. Gerald McGoey, the former Chief Executive Officer
and Chairman of UBS. 3. The Dolgonos Offer, being a partial
take-over bid for less than 10% of the UBS Shares, is highly
opportunistic and disadvantageous to UBS Shareholders. The Dolgonos
Offer does not provide UBS Shareholders with a true exit
opportunity, yet provides Mr. Dolgonos with effective control of
UBS at minimal cost. 4. The Dolgonos Offer, if successful, provides
Mr. Dolgonos with indirect control over litigation against
affiliates of Mr. Dolgonos. 5. Mr. Dolgonos is acting in his own
personal interest, and has a direct conflict of interest relative
to the majority of UBS Shareholders, given that he is pursuing more
than $8 million of claims against UBS. 6. Since the stated purpose
of the bid is to replace the board of directors of UBS, the
Dolgonos Offer cannot be properly assessed without an articulation
of Mr. Dolgonos' strategy for the future direction of UBS,
including with respect to the resolution of the DOL Claims. 7. The
Dolgonos Offer takes advantage of UBS Shareholders by offering to
purchase UBS Shares at a "premium" to a market price that has been
devalued as a direct result of the DOL Claims. 8. The Dolgonos
Offer will force UBS to incur significant costs. 9. The Dolgonos
Offer is highly conditional and cannot be considered a firm offer
due to the unreasonable and discretionary nature of its conditions
that allow 206 Ontario, in its sole discretion, not to proceed. 10.
UBS' directors and officers will not be tendering their UBS Shares
to the Dolgonos Offer. The recommendation of UBS' board of
directors to UBS Shareholders that they REJECT the Dolgonos Offer
and DO NOT TENDER their UBS Shares, as well as a more detailed
discussion of the reasons for rejecting the Dolgonos Offer is
contained in the Directors' Circular being mailed to each UBS
Shareholder and 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. UBS Shareholders holding shares through a dealer, broker
or other nominee 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:
irinfo@uniquebroadband.com. Update on the Motion As previously
announced, UBS made a motion (the "Motion") in the proceedings
commenced under the CCAA to enforce the stay of proceedings as
against the Dolgonos Offer and to suspend the holding of
shareholders' meetings until all claims have been determined under
CCAA. The Motion, which was originally scheduled to be heard
on February 21, 2012, has been rescheduled to be heard on March 2,
2012 for the purpose of enforcing the stay of proceedings as
against the Dolgonos Offer. 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. Declaration of a Dividend by Look Communications Inc. On
February 24, 2012, the board of directors of Look Communications
Inc., a company in which the Company indirectly holds a 39%
economic interest, announced the declaration of a dividend on its
common shares. It is expected that this dividend will
be paid on or about March 13, 2012. UBS anticipates receiving
approximately $2,739,000 as a result of this dividend, which will
have the effect of materially improving UBS' cash position. 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. Unique Broadband Systems, Inc. CONTACT:
Grant McCutcheon, CEO(905) 660-8100
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