CALGARY, AB / CRWEPRESSRELEASE / September 9, 2015/ Platinum Communications Corporation(“Platinum” or the “Corporation“) (CVE:PCS) is pleased to announce that on September 8, 2015 it entered into an arrangement agreement (the “Arrangement Agreement“) with Xplornet Communications Inc. (“Xplornet“) whereby Xplornet will acquire all of the issued and outstanding common shares of Platinum (collectively, the “Shares“, individually, a “Share“) for $0.16 per Share in cash (the “Arrangement“). The consideration offered for the Shares pursuant to the Arrangement represents a premium of approximately 87% over the 20 day volume weighted average trading priceof the Shares on the TSX Venture Exchange (“TSXV“).
Bernard Parkinson, President and CEO of Platinum, stated “We are extremely pleased to have entered into an Arrangement Agreement with Xplornet. This will provide an opportunity for Platinum shareholders to crystalize the value of Platinum’s assets, at an attractive premium to historical trading prices. Based upon the current industry pressures in the wireless internet services provider industry and after actively reviewing the options available to the shareholders of Platinum, we believe this transaction offers attractive value and presents an excellent opportunity for Platinum’s shareholders.”
The terms of the Arrangement Agreement were negotiated at arm’s length between Platinum and Xplornet and have been unanimously approved by the board of directors of Platinum. The directors and officers of Platinum have entered into lock-up agreements with Xplornet to vote the Shares held, directed or controlled by such persons representing approximately 44.6% of the outstanding Shares, in favour of the Arrangement. The board of directors of Platinum, on the recommendation of a special committee, unanimously recommends that Platinum shareholders vote in favour of the Arrangement.
Evans & Evans, Inc. (“Evans & Evans“) is acting as lead financial advisor to Platinum and has provided the board of directors of Platinum with a fairness opinion regarding the proposed transaction. A copy of Evans & Evans’fairness opinion will be included in the information circular to be sent to Platinum shareholders for the special meeting to be called to consider the Arrangement. Field LLP is acting as legal counsel to Platinum.
Completion of the transaction is subject to standard termination provisions and customary closing conditions including receipt of court approval, approval by the Corporation’s shareholders, and receipt of all necessary regulatory approvals, including the approval of the TSXV. Platinum’s shareholders will be asked to vote on the transaction at a special shareholders’ meeting; the completion of the Arrangement will require the approval of two-thirds of the votes cast by shareholders at the meeting as well as the approval of the majority of shareholders (as determined pursuant to the requirements of MI 61-101 – Protection of Minority Security Holders in Special Transactions).
An information circular regarding the Arrangement is expected to be mailed to shareholders in late September for a special shareholders meeting expected to take place in late October 2015, with closing anticipated to occur shortly thereafter.
A copy of the Arrangement Agreement and the information circular and related documents will be filed with Canadian securities regulators and will be available on Platinum’s profile at www.sedar.com.
About Platinum Communications Inc.
Platinum Communications Corporation, based in Calgary, operates a wireless broadband network that utilizes Next-Generation WiMAX technology to bring fast, reliable and affordable Internet and digital phone service to residents and businesses across the province. Platinum caters primarily to rural and near-urban areas that are often beyond the reach of traditional Internet providers. Platinum’s high quality infrastructure, excellent service record and ever-growing network and capabilities, make it the provider of choice for customers within its vast coverage area. For more information please visit our website at www.platinum.ca or call 403-301-4591.
About Xplornet Communications Inc.
Headquartered in Woodstock, New Brunswick, Xplornet Communications Inc. is Canada’s leading rural broadband provider. We believe everyone should have access to the transformative benefits of broadband, so we make our service available everywhere in Canada, including the hard to reach places. We overcome the challenges of Canada’s vast geography through our deployment of Canada’s first national 4G network, which leverages both fixed-wireless towers on the ground and next-generation satellites in space. Our customers live in the farthest reaches of the country and just outside of major urban centres, and through our coast-to-coast network of local dealers we connect them to all that the Internet offers. Xplornet is high-speed Internet – for all of Canada.
For further information please contact:
Bernard Parkinson, President and CEO
Katherine Kirkup, Chief Financial Officer
Forward-Looking Information and Statements
This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words “will”, “continue”, “expect” and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this press release contains forward-looking information and statements pertaining to, among other things, the following: the terms of the Arrangement; the anticipated closing date of the Arrangement; and the anticipated mailing date of the information circular and proxy materials in connection with the Arrangement.
The forward-looking information and statements contained in this press release reflect several material factors and expectations and assumptions of the Corporation including, without limitation, expectations and assumptions relating to the Corporation being able to receive all required regulatory approvals to consummate the Arrangement, the ability of the Corporation to obtain the required level of shareholder approval for the Arrangement, the ability of the parties to satisfy the other conditions to the Arrangement, the absence of material adverse changes to the Corporation prior to closing, the ability of Xplornet to obtain the necessary funds to satisfy the purchase price and certain other cost and price assumptions.
Platinum believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking information and statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements including, without limitation: failure to realize the anticipated benefits of the transaction, failure to obtain the necessary approvals, or to otherwise satisfy the conditions of the transaction, in a timely manner, or at all; and certain other risks detailed from time to time in Platinum’s public disclosure documents including, without limitation, those risks identified in this press release, and in Platinum’s management’s discussion and analysis, copies of which are available on Platinum’s SEDAR profile at www.sedar.com.
The forward-looking information and statements contained in this press release speak only as of the date of this press release, and Platinum does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE: Platinum Communications Inc.