CoSine Communications, Inc. Announces The Intent Of Its Wholly Owned Subsidiary Cedar 2015 Limited To Request API Group plc Cancel Its Admission To Trading On AiM
LOS GATOS, Calif., March 16, 2015 /PRNewswire/ -- CoSine Communications, Inc. (Other OTC: COSN) ("CoSine") announced today that as of 1:30 pm, London time, on Monday, March 16, 2015, its wholly owned United Kingdom ("UK") subsidiary, Cedar 2015 Limited ("Cedar"), had received valid acceptances of its previously announced tender offer (the "Offer") for all the issued and to be issued ordinary shares of API Group plc (LN:API) ("API") in respect of 32,800,903 shares of API, representing, in aggregate, approximately 42.7 percent of the existing issued share capital of API. Together with the 24,807,203 shares of API already owned by Cedar, Cedar now holds, or has received valid acceptances in respect of, 57,608,106 shares of API, representing, in aggregate, approximately 75.1 percent of the existing issued share capital of API.
Sufficient acceptances having now been received under the Offer such that Cedar will hold in excess of 75 percent of the voting rights of API, Cedar has formally requested that API apply for the cancellation of its admission to trading on the AiM market of the London Stock Exchange. In accordance with the AiM rules, it is anticipated that such cancellation will take effect no earlier than 20 business days from the date upon which API applies for its admission to be cancelled. The cancellation of the admission of API shares to trading on AiM will significantly reduce the liquidity and marketability of API shares.
If Cedar receives acceptances of the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 percent or more of the API shares to which the Offer relates, including the respective the voting rights thereof, Cedar intends to exercise its rights in accordance with applicable UK law to acquire compulsorily any remaining API shares to which the Offer relates on the same terms as the Offer.
As announced on March 5, 2015, the Offer will close at 1:00 pm (London time) on March 19, 2015 and will not be extended beyond that date. The Offer will therefore be closed to further acceptances after 1:00 pm (London time) on March 19, 2015, and API shareholders who wish to accept the Offer are urged to submit their acceptances before this time. Cedar has previously confirmed that the Offer price of 60 pence per share of API is final and will not be increased.
As announced by API on March 5, 2015, the independent members of the API Board of Directors recommend that API shareholders accept the Offer and have indicated that each of the independent members of the API Board of Directors intend to accept the Offer in respect of their entire beneficial holding of API shares.
About CoSine Communications
CoSine's Certificate of Incorporation limits the ability of any group or person to acquire 5 percent or more of CoSine's common stock (subject to certain exceptions as provided in the Certificate of Incorporation).
CoSine's common stock is currently traded in the Pink Sheets under the symbol COSN.PK and its website is www.cosinecom.com
Cautionary note regarding forward-looking statements
This press release contains certain forward-looking statements with respect to the financial condition, results of operations and business of the API and certain plans and objectives of the boards of directors of Cedar and CoSine. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Cedar and CoSine in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this press release could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release. Cedar and CoSine assume no obligation to update or correct the information contained in this press release, whether as a result of new information, future events or otherwise, except to the extent legally required.
The statements contained in this press release are made as at the date of this press release, unless some other time is specified in relation to them, and issuance of this press release shall not give rise to any implication that there has been no change in the facts set out in this press release since such date. Nothing contained in this press release shall be deemed to be a forecast, projection or estimate of the future financial performance of API, Cedar or CoSine except where expressly stated.
Further information
This press release itself is not intended to constitute an offer or solicitation to buy or exchange securities in API, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, whether pursuant to the Offer or otherwise. The Offer is being effected solely through a form offer document, which, together with a form of acceptance (in relation to API shareholders holding shares in certificated form only) contains the full details, terms and conditions of the Offer, including the details of how to accept the Offer (the "Offer Document"). Any response to the Offer should be made only on the basis of the information contained in the Offer Document. API shareholders are urged to read the relevant Offer documents because they contain important information that shareholders should consider before making any decision regarding the tender of their shares. The Offer materials are available for free at http://www.cosinecom.com/cedar/.
For additional information contact:
Terry Gibson
(408) 399-6494
Email: [email protected]
SOURCE CoSine Communications, Inc.
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