Redline announces adoption of shareholder rights plan

10 Nov 2008 07:00

Redline Communications announces adoption of shareholder rights plan

TORONTO, Nov. 7 /CNW/ - Redline Communications Group Inc. (the "Company") today announced that the board of directors of the Company has approved the adoption of a shareholder rights plan (the "Rights Plan"), effective November 7, 2008. The Rights Plan is subject to receipt of certain regulatory approvals.

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 of the Company. 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 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 Company is not aware of any specific take-over bid for the Company that has been made or is contemplated. The Rights Plan is not intended to and will not prevent a take-over of the Company.

The Rights Plan must be confirmed by shareholders within six months of its effective date.

A copy of the Rights Plan is available on the Company's website and on SEDAR 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 RedCONNEX(TM) and RedACCESS(TM) families of broadband wireless infrastructure products 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 installations 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.

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-ƒ -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@redlinecommunications.com, Tel: (905) 479-8344; Equicom Group: Craig Armitage, Vanessa Beresford, carmitage@equicomgroup.com, vberesford@equicomgroup.com, Tel: (416) 815-0700; Canaccord Adams: Neil Johnson, Andrew Chubb, Tel: +44 (0)20 7050 6500/ (RDL)