GLENTEL announces that Rogers will withdraw its injunction application to block Bell acquisition
BURNABY, BC, Dec. 24, 2014 /CNW/ - GLENTEL Inc. ("GLENTEL") (TSX: GLN) today announces that it has been advised by Rogers Communications Partnership ("Rogers") that Rogers will, as soon as practicable, withdraw its application to the Ontario Superior Court of Justice to obtain an injunction to block GLENTEL's acquisition by BCE Inc. (TSX, NYSE: BCE; Bell), without prejudice to its right to reinstate the injunction application at a later time.
As announced on November 28, 2014, Bell will acquire all of GLENTEL's approximately 22.4 million fully diluted common shares for a total consideration for GLENTEL's equity of approximately $594 million. This represents a premium of 108% based on GLENTEL's closing share price on the TSX on November 27, 2014 and a 121% premium to the volume weighted trading average share price on the TSX for the 10 trading days prior to November 28. The agreement between Bell and GLENTEL provides for a non-solicitation covenant on the part of GLENTEL and gives Bell the right to match any superior proposal. Including net debt and minority interest of approximately $78 million, the total enterprise value of GLENTEL is approximately $670 million.
The Board of Directors of GLENTEL, acting on the unanimous recommendation of the Special Committee (which consists solely of independent directors of GLENTEL), has unanimously approved the arrangement transaction between BCE Inc. and GLENTEL, and recommends that GLENTEL shareholders vote in favour of it. The Skidmore family, which owns approximately 37% of the common shares of GLENTEL, supports the transaction. A special meeting of GLENTEL shareholders is scheduled for January 12, 2015 and the transaction is expected to be completed in the first half of 2015.
About GLENTEL
Based in Burnaby, BC, Canada, GLENTEL is a leading provider of innovative and reliable wireless communications services and solutions, offering a choice of network carrier and wireless or mobile products and services to consumers and commercial customers. GLENTEL is one of the largest independent multicarrier mobile phone retailers in Canada and Australia. In the United States, GLENTEL operates two of the six National Premium Retailers for Verizon Wireless. To its business and government customers, GLENTEL offers wireless systems and hardware, rental equipment, and system implementation services. GLENTEL celebrated its 50th anniversary in 2013.
GLENTEL's own brands, including GLENTEL Wireless Solutions, WIRELESSWAVE, WAVE SANS FIL, Tbooth wireless, la cabine T sans fil, WIRELESS etc…, SANS FIL etc…, MacStation, Diamond Wireless, Wireless Zone®, and Allphones span four countries and three continents. At September 30, 2014, the Company employed over 4,670 employees and operated more than 1,425 locations, including more than 499 locations in Canada, located in retail malls, Costco Wholesale stores, Target retail stores, and business centres; more than 735 corporate, franchise, and BJ's Wholesale Inc. kiosk retail locations in the United States; and more than 190 retail locations in Australia and the Philippines.
Caution concerning forward-looking statements
Certain statements made in this news release are forward-looking statements, including, but not limited to, statements relating to the withdrawal of Rogers' application to obtain an injunction and timing thereof, statements relating to the proposed acquisition by BCE Inc. (BCE) of all of the issued and outstanding common shares of GLENTEL Inc., the expected timing and sources of funding of the proposed transaction, our business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, project, strategy, target and other similar expressions or future or conditional verbs such as aim, anticipate, believe, could, expect, intend, may, plan, seek, should, strive and will. All such forward-looking statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Forward-looking statements are provided herein for the purpose of giving information about the proposed transaction referred to above and its expected impact. Readers are cautioned that such information may not be appropriate for other purposes.
The completion and timing of the proposed transaction are subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, court, shareholder and regulatory approvals, including competition and stock exchange approvals. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this news release. The proposed transaction could be modified, restructured or terminated.
Notice to US securityholders
The transaction contemplated by this news release involves the securities of Canadian companies and will be subject to Canadian disclosure requirements that are different from those of the United States. The common shares of BCE Inc. to be issued pursuant to the plan of arrangement described herein will not be registered under the U.S. Securities Act of 1933 pursuant to an exemption from the registration requirements of such Act. Financial statements included or incorporated by reference in the information circular relating to the transaction have been prepared in accordance with International Financial Reporting Standards and may not be comparable to the financial statements of U.S. companies.
NO STOCK EXCHANGE, SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.
For a copy of GLENTEL's annual report or for additional information visit www.glentel.com or www.sedar.com.
SOURCE: Glentel Inc.
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