GLENTEL Files Proxy Materials for Securityholders' Meeting to Approve Plan of Arrangement
BURNABY, BC, Dec. 19, 2014 /CNW/ - GLENTEL Inc. ("GLENTEL") (TSX: GLN) reported today that it has filed its management information circular and related materials (the "Proxy Materials") with the relevant Canadian securities regulators for a meeting of GLENTEL's securityholders (the "Meeting") at which the securityholders will be asked to approve a plan of arrangement (the "Arrangement") announced on November 28, 2014. The Arrangement provides for, among other things, the acquisition by BCE Inc. of all of the outstanding common shares of GLENTEL ("Shares") and the purchase for cancellation by GLENTEL of all of the outstanding options to purchase common shares of GLENTEL ("Options"), subject to the provisions of the arrangement agreement dated November 28, 2014 between GLENTEL and BCE Inc.
On December 11, 2014, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for, among other things, the calling and holding of the Meeting. The Meeting is scheduled for 9:00 a.m. (Vancouver time) on January 12, 2015 at the Pan Pacific Hotel, Coal Harbour Room, 999 Canada Place, Vancouver, BC.
As previously announced, the Arrangement has been approved unanimously by the Board of Directors of GLENTEL following the report and unanimous favourable recommendation of a special committee of independent directors (the "Independent Committee"). In so doing, the Board of Directors of GLENTEL determined, following the favourable recommendation of the Independent Committee, that the Arrangement is in the best interests of GLENTEL and is fair to the holders of Shares and recommends that the shareholders of GLENTEL vote FOR the special resolution approving the Arrangement.
To become effective, the resolution in respect of the Arrangement must be approved by not less than (i) 66 2/3% of the votes cast by the holders of Shares and Options, voting as a single class, and (ii) a majority of the votes cast by the holders of Shares (other than interested shareholders for the purpose of such vote). Each of the directors and certain executive officers of GLENTEL, holding approximately 39% of the outstanding Shares, entered into voting and support agreements in connection with the Arrangement.
GLENTEL's securityholders of record as of 5:00 p.m. (Vancouver time) on December 11, 2014 are entitled to receive notice of, and vote at, the Meeting. The Proxy Materials, which have been mailed to GLENTEL's securityholders and are available under GLENTEL's profile on the SEDAR website (www.sedar.com), provide important information about the Arrangement, the Meeting and related matters, including voting procedures.
GLENTEL has determined to modify the proxy deadline as stated in the Meeting Materials in compliance with the Canada Business Corporations Act. To be used at the Meeting, proxies must be received by GLENTEL's registrar and transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 no later than 9:00 a.m. (Vancouver time) on Thursday, January 8, 2015 or by facsimile: 1-866-249-7775, Attention: Proxy Department or, in the event that the special meeting is adjourned or postponed, not less than two business days prior to the time set for any reconvened or postponed meeting.
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.
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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