17 Nov 2008 15:39
TSX Defers Consideration of Redline Communications Group Inc.'s Shareholder Rights Plan
All figures in US Dollars unless specified
TORONTO, Nov. 17 /CNW/ - Redline Communications Group Inc. (the "Company") announced today that in connection with its recently announced shareholder rights plan (the "Rights Plan"), the Toronto Stock Exchange ("TSX") has deferred its consideration of the Rights Plan. The TSX has advised the Company that its decision to defer consideration of the Rights Plan is based on the fact that the Rights Plan will expire within six months. In the interim, the Rights Plan remains in full effect in accordance with its terms.
The purpose of the Rights Plan is to encourage a potential bidder to make a "Permitted Bid", having terms and conditions designed to meet the objectives of the Rights Plan, or to negotiate the terms of an offer with the Board of Directors. A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws, remain open for acceptance by shareholders of the Company for 60 days, and satisfy certain other conditions. The Rights Plan is not intended to and will not prevent a take-over of the Company.
The rights issued under the Rights Plan will become exercisable if a party, together with its affiliates, associates and joint actors, acquires or announces the intention to acquire beneficial ownership of the Company's common shares which, when aggregated with its current holdings, total 15% or more of the Company's outstanding common shares, other than a "Permitted Bid". In the event that a party, together with its affiliates, associates and joint actors, becomes the beneficial owner of 15% or more of the Company's outstanding common shares (an "acquiring person"), the rights issued under the Rights Plan will entitle shareholders, other than any acquiring person, to purchase additional common shares of the Company at a significant discount to the market price of the common shares at that time.
The Board of Directors considered many factors in determining to implement the Rights Plan and the appropriate threshold for triggering the Rights Plan. In particular, the Board considered the significant drop in the Company's share price, the continued volatility and uncertainty in the markets and the low attendance rate at the Company's most recent annual general meeting.
The text of the Rights Plan is available at www.sedar.com. About Redline Communications
Redline Communications (www.redlinecommunications.com) is the leading provider of fixed and mobile standards-based wireless broadband solutions. Redline's RedMAX(TM) WiMAX Forum Certified(TM) system, RedMAX 4C Mobile WiMAX(TM) products, and its award-winning broadband wireless infrastructure family of products - RedCONNEX(TM) and RedACCESS(TM) - enable service providers and other network operators to cost-effectively deliver high-bandwidth services, including voice, video and data communications. Redline is committed to maintaining its wireless industry leadership with the continued development of WiMAX and other advanced wireless broadband products. With more than 100,000 systems in 85 countries, and a global network of over 170 partners, Redline's experience and expertise helps service providers, enterprises and government organizations roll out wireless broadband networks to support advanced communications.
NOTE: All registered and unregistered trademarks mentioned in this release are the property of their respective owners. Forward-Looking Statements
Certain statements in this release constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws and are made pursuant to the "safe harbour" provisions of such laws. Statements related to potential benefits of, and demand for, Redline's products including statements with respect to the features and benefits that may be achieved through the use of Redline's products and the relative position of these products vis-Æ’Â -vis competitive offerings in the industry are forward-looking statements which are subject to certain assumptions, risks and uncertainties. These risks and uncertainties include such factors as rapid technological changes, long uncertain sales cycles, demand for our products, the introduction of competing technologies, meeting industry standards, regulatory risk, dependent on key partners and resellers and other similar factors that may cause the actual results, performance or achievements of Redline to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on such statements. Redline assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information: Redline Communications: Carolyn Anderson, canderson(at)redlinecommunications.com, Tel: (905) 479-8344; Equicom Group: Craig Armitage, Vanessa Beresford, carmitage(at)equicomgroup.com, vberesford(at)equicomgroup.com, Tel: (416) 815-0700; Canaccord Adams: Neil Johnson, Andrew Chubb, Tel: +44 (0)20 7050 6500 (RDL RDL.)
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