Last checked at 13 Aug 2018 16:00
13 August 2018
MTI Wireless Edge Ltd
("MTI" or the "Company")
Proposed merger with MTI Computers & Software Services (1982) Ltd
Receipt of final court approval and completion of the merger
MTI Wireless Edge Ltd (AIM: MWE), a market leader in the manufacture of flat panel antennas for fixed wireless broadband and a wireless irrigation solutions provider, announces receipt of the final court approval from the Israeli court required for the completion of the proposed merger (the "Merger") between the Company and MTI Computers & Software Services (1982) Ltd ("MTIC").
On 13 August 2018 the Israeli court issued the certification for the Merger in the framework of the Scheme of Arrangement, and the final Court Order. As result the Company and MTIC (the "Merging Companies") have now received all the approvals required for the Merger to complete and the Merging Companies are moving to complete the Merger ("Completion"). Completion remains contingent only upon there being no court order that prohibits the implementation of the Merger being issued prior to Completion.
Application will shortly be made to the London Stock Exchange for the 31,600,436 new ordinary shares nominal value of NIS 0.01 each in the Company being issued as consideration to the shareholders of MTIC to be admitted to trading on AIM ("Admission"). Admission of these shares is expected to occur at 8.00 am on 17 August 2018.
At the same time as Admission, the Board of MTIC will arrange for the 29,510,716 existing new ordinary shares nominal value of NIS 0.01 each in the Company, currently held by MTIC, to be transferred to the shareholders of MTIC, pro rata to their holdings of shares in MTIC, in accordance with the terms of the Merger Agreement entered into between the Merging Companies on 1 May 2018, as further described in the Company's announcement of 2 May 2018.
It is expected that the last day of dealings in MTIC share on the Tel Aviv Stock Exchange will be 16 August 2018.
Further details regarding the Merger are set out in the Company's circular to shareholders dated 12 June 2018 (the "Circular"). The Circular is available on the Company's website at the following address, www.mtiwe.com. Additional information and documents, which may be read in conjunction with the Circular, are also available at the following location on the Company's website: http://www.mtiwe.com/?CategoryID=378&ArticleID=214.
Following the issue of the 31,600,436 new ordinary shares nominal value of NIS 0.01 each in the Company there will be 87,038,724 ordinary shares nominal value of NIS 0.01 each in the Company in issue.
The Company anticipates announcing it results for the 6 months ended 30 June 2018 during the last week in August 2018.
For further information please contact:
MTI Wireless Edge Ltd Dov Feiner, CEO Moni Borovitz, Financial Director
| http://www.mtiwe.com/ +972 3 900 8900 |
Nomad and Joint Broker Allenby Capital Limited Nick Naylor Alex Brearley
| +44 20 3328 5656
|
Joint Broker Peterhouse Corporate Finance Limited Lucy Williams Eran Zucker |
About MTI Wireless Edge
MTI is engaged in the development, production and marketing of high quality, low cost, flat panel antennas for commercial and for military applications. Commercial applications include: WiMAX; wireless networking; RFID readers; and broadband wireless access. With over 40 years' experience MTI supplies 100KHz to 90GHz antennas (including directional antennas and omni directional) for outdoor and indoor deployments, including smart antennas for WiMAX, Wi-Fi, public safety, RFID and base stations and terminals for the utility market. Military applications include a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola IRRInet state of the art control, monitoring and communication technologies. Mottech, headquartered in Israel, is the global prime distributor of Motorola for the IRRInet remote control solutions serving its customers worldwide through its subsidiaries and a global network of local distributers and representatives. It utilizes over 25 years of experience in providing its customers with remote control and management systems which ensure constant, reliable and accurate water usage, while reducing operational costs and maintenance costly expenses. Mottech activities are focused in the market segments of agriculture, water distribution, municipal and commercial landscape and wastewater and storm water reuse.