TigerTel Executes Formal Business Combination Agreement for Amalgamation with 7212747 Canada Inc.
09 September 2009 - 8:01PM
Marketwired
TigerTel Communications Inc. ("TigerTel") (TSX VENTURE: TTL) is
pleased to announce the signing of the formal business combination
agreement (the "Business Combination Agreement") dated September 8,
2009 with 7212747 Canada Inc. ("Swiftco"). The Business Combination
Agreement was approved by the TigerTel Board of Directors on
September 8, 2009, following the recommendation of the Special
Committee of independent directors that was struck to, among other
things, consider the transactions contemplated by the agreement. A
complete copy of the Business Combination Agreement can be found on
SEDAR at www.sedar.com. The Business Combination Agreement replaces
a letter of intent that was previously announced by the Company on
July 27, 2009.
Pursuant to the Business Combination Agreement, TigerTel and
Swiftco will amalgamate to form a new corporation ("Amalco"). Upon
the amalgamation, the Shareholders of TigerTel, other than Swiftco
(the "Minority Shareholders"), will receive one redeemable
preferred share in the capital of Amalco, which redeemable
preferred share will immediately be redeemed for $0.25 in cash. The
shareholders of Swiftco will receive, in exchange for their shares
in Swiftco, an equal number of shares of Amalco having similar
rights, privileges and restrictions as the shares of Swiftco.
Following the completion of the amalgamation, TigerTel intends to
delist from the TSXV and become a privately held company.
As at the date hereof, the shareholders of Swiftco include
Douglas D. Swift, the President and CEO of TigerTel; Donald H.
Swift, the former Chairman of the TigerTel Board and Mr. D. Swift's
father, as well as several members of TigerTel's senior management
team who beneficially own or control common shares of TigerTel
(collectively, the "Swiftco Shareholders"). Collectively, the
Swiftco Shareholders currently beneficially own or control
approximately 19,209,339 TigerTel common shares.
The closing of the amalgamation is conditional upon, among other
things, the approval of the amalgamation by the shareholders of
TigerTel at a special meeting of shareholders called for such
purpose. Full details of the transaction will be included in
TigerTel's management information circular which is expected to be
mailed to shareholders on or about September 17, 2009 for a meeting
to be held on October 20, 2009. This meeting will also constitute
TigerTel's annual meeting of shareholders for the fiscal year ended
April 30, 2009.
In connection with the proposed business combination, Meyers
Norris Penny LLP, which was engaged by the Special Committee as an
independent valuator, has provided a valuation of TigerTel, in
accordance with Multilateral Instrument 61-101, as well as a
fairness opinion regarding the proposed transaction. Specifically,
Meyers Norris Penny LLP has opined that the cash consideration
offered is fair, from a financial point of view, to the Minority
Shareholders of TigerTel. Particulars of the valuation and the
fairness opinion will be provided to shareholders with the meeting
materials.
Based on the conclusions of Meyers Norris Penny LLP, among other
matters considered, the Special Committee unanimously determined
that the proposed transaction is in the best interests of TigerTel
and is fair, from a financial point of view, to the minority
shareholders of TigerTel. In light of the Special Committee's
conclusions, the TigerTel board of directors unanimously (with
Douglas D. Swift declaring his interest and abstaining from the
vote) determined to recommend that TigerTel shareholders vote all
of their TigerTel Common Shares in favour of the TigerTel Special
Resolution.
This news release is for information purposes only and is not a
substitute for the definitive agreement which will effect the
proposed transaction. There can be no assurance that the conditions
of closing will be satisfied, or that the transaction will be
completed as proposed or at all.
This news release may contain forward-looking statements that
involve risks and uncertainties and are based on current
expectations. Consequently, actual results could differ materially
from the expectations expressed in forward-looking statements.
About TigerTel
TigerTel, a Canadian call center organization, specializes in
inbound and outbound call center solutions and services for clients
throughout North America. With multiple call centers across Canada,
TigerTel has built an infrastructure that provides personalized
services to our clients while at the same time delivering
world-class results at every level. TigerTel's vision is to provide
interactive communication solutions for our clients and their
customers by a team focused on service excellence, personal
integrity and technical innovation.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content on this
news release.
Contacts: TigerTel Communications Inc. P. Livingstone
905-629-7190
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