UBS settles DOL claims
03 Julho 2012 - 6:58AM
PR Newswire (Canada)
TORONTO, July 6, 2012 /CNW/ - Unique Broadband Systems, Inc.
("UBS") and its board of directors is pleased to announce the court
approval of a settlement agreement entered into today between UBS,
its directors, Mr. Alex Dolgonos, 2064818 Ontario Inc. ("206
Ontario"), 6138241 Canada Inc. ("613 Canada") and DOL Technologies
Inc. ("DOL" and together with Mr. Dolgonos, 206 Ontario and 613
Canada, the "Dolgonos Parties"). Pursuant to the terms of the
settlement: -- DOL has agreed to reduce its claims against UBS to
$500,000 from in excess of $8 million; -- all other claims and
actions between the Dolgonos Parties, UBS and the current UBS
directors will be dismissed, withdrawn and fully released without
costs, although (i) the Dolgonos Parties will remain, in certain
circumstances, entitled to assert claims for indemnification (based
on their existing entitlement) against UBS in respect of claims
that are unknown as of today, and (ii) UBS will not be precluded
from taking or continuing proceedings against parties other than
the Dolgonos Parties, even if such other parties may assert third
party or other claims against the Dolgonos Parties; -- Mr. Grant
McCutcheon and Mr. Henry Eaton will resign as directors of UBS and
be replaced with two new independent directors: Mr. Victor Wells
and Mr. Kenneth Taylor. Mr. Robert Ulicki will remain on the board;
-- the court has made an order in the Companies' Creditors
Arrangement Act (the "CCAA") proceedings which, subject to a future
order of the court, postpones the requirement of UBS to hold
shareholder meetings until the completion of the proceedings; and
-- the Dolgonos Parties will not seek further representation on the
board or management of UBS during the CCAA proceedings and will
support the newly constituted board through to the completion of
the CCAA process including with respect to the ongoing
determination and defence of the remaining claims against UBS made
by, among others, Jolian Investments Limited and Mr. Gerald McGoey.
In light of the anticipated time and expense involved in
determining the validity and quantum of the claims asserted by the
Dolgonos Parties, the directors of UBS and Mr. Dolgonos believe
that the terms of settlement that were negotiated and concluded
between the parties, and which were recommended by the court
appointed monitor, are in the best interests of all
shareholders. With this litigation settled, UBS is now better
positioned to work to conclude the CCAA process and focus on the
preservation and enhancement of shareholder value. Victor Wells was
CFO of Chemtrade Logistics Income Fund from its IPO in 2001 until
2006 and also served as CFO of Tahera Diamond Corp. He is a member
of Financial Executives International Canada, Chair of the Canadian
Financial Executives Research Foundation and was formerly Chair of
the Committee on Corporate Reporting. A member of the Accounting
Standards Board, Mr. Wells currently serves as Chair of Audit
Committee for GT Canada Medical Properties Inc. and a member of the
Audit Committee for Student Transportation Inc. He has previously
served as Chair of the audit committees of MagIndustries Inc.,
Northstar Healthcare Inc. and Canada Cartage Diversified Income
Fund. Mr. Wells is a fellow of the Institute of Chartered
Accountants in British Columbia and Ontario, and obtained his
Institute of Corporate Directors designation in 2007. Kenneth D.
Taylor enjoyed a long career as a diplomat in the Canadian Foreign
Service with postings in Guatemala, Detroit, London, Pakistan, Iran
and Canadian Consul-General in New York. He is best known as the
Canadian Ambassador to Iran who, in 1980, risked his own life and
his country's reputation to help save the lives of six American
hostages during the Iran Crisis. Since leaving the foreign service,
Mr. Taylor has worked extensively in the private sector, including
five years as Senior Vice President at Nabisco Brands/RJR Nabisco.
In his current role as Chairman of the consulting firm of Taylor
and Ryan, he provides counselling on issues of political risk,
international marketing and strategic accommodation with
government. He is currently a director of Marsh Canada, Skylink
Aviation Inc., Groundstar Resources and Norvista Resources. As a
result of the foregoing, the annual and special meeting of
shareholders of UBS scheduled for July 11, 2012 will be
indefinitely postponed until the completion of the CCAA process.
About Unique Broadband Systems, Inc. UBS's shares are currently
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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