Radiant Communications Corp. announces proposed going-private transaction

Radiant Communications Corp. announces proposed going-private transaction 
VANCOUVER, March 8, 2013 /CNW/ - Radiant Communications Corp. ("Radiant") 
(TSX-V: RCN) is pleased to announce that it has entered into a definitive 
agreement (the "Arrangement Agreement") with Maxam Opportunities Fund LP and 
its affiliated entity, Maxam Opportunities Fund (International) LP (together, 
"Maxam"), Pender Growth Fund (VCC) Inc. and its affiliated entity, Pender 
Financial Group Inc. (together, "Pender"), and a company established jointly 
by Maxam and Pender for the purposes of the transactions contemplated by the 
Arrangement Agreement (the "Purchaser" and together with Maxam and Pender, 
collectively, the "Purchaser Group"), under which the Company would be taken 
private pursuant to a plan of arrangement (the "Plan of Arrangement") under 
the provisions of the Canada Business Corporations Act. Maxam and Pender 
collectively own approximately 65% of the issued and outstanding common shares 
of Radiant ("Common Shares"). 
Under the Plan of Arrangement, (i) the Purchaser will acquire all of the 
Common Shares that Maxam and Pender do not already own for cash consideration 
of $0.85 per Common Share (the "Consideration"), and (ii) all of the 
outstanding options of the Company ("Options"), other than Options held by 
management of the Company ("Management Options"), will be cancelled and 
optionholders holding such Options that have an exercise price that is less 
than the Consideration will receive a cash amount equal to the amount by which 
the Consideration exceeds the exercise price payable under such Options. Each 
Management Option outstanding immediately prior to the effective time of the 
Arrangement (the "Effective Time") will be rolled over at the Effective Time 
into an option to purchase equity of the Purchaser or its successor entity, 
subject to the same terms and conditions as are applicable to the Management 
Option prior to the Effective Time or as otherwise agreed by the parties. 
The Consideration represents a 19.7% premium to the 20-day volume weighted 
average price of the Common Shares on the TSX Venture Exchange for the period 
ending March 7, 2013. The transaction provides total consideration to minority 
shareholders of approximately $4.5 million and implies an equity value for 
Radiant of approximately $12.9 million. 
The board of directors of Radiant (the "Board") has unanimously determined 
(with Messrs. Ciampi, Edmison and Gutmanis abstaining) that the Plan of 
Arrangement is in the best interests of Radiant and is fair to its 
shareholders. 
The determination of the Board was made upon the recommendation of a special 
committee of independent directors (the "Independent Committee") and after 
consideration of the advice of legal and financial advisors to the Independent 
Committee and the Company. 
Don Calder, Chairman of the Independent Committee stated "This proposal 
represents a significant premium to the 20 day volume weighted average price 
of the Common Shares prior to today's announcement. We recommend that 
shareholders vote in favour of the Plan of Arrangement at the special meeting 
of shareholders that will be called to approve the transaction." 
Evans & Evans, Inc., which is acting as financial advisor to the Independent 
Committee, has provided an opinion to the effect that, as of the date of the 
opinion and based upon and subject to the limitations and qualifications 
therein, the consideration to be received for the Common Shares is fair, from 
a financial point of view, to the holders of the Common Shares (other than 
Maxam, Pender and their affiliates). Evans & Evans, Inc. has also prepared and 
delivered a formal valuation of the Common Shares under the supervision of the 
Independent Committee in accordance with the standards set out in Multilateral 
Instrument 61-101 - Protection of Minority Security Holders in Special 
Transactions ("MI 61-101"). 
The implementation of the Plan of Arrangement will be subject to approval by 
the holders of the affected securities at the special meeting of the Company 
(the "Special Meeting") to be held on April 24, 2013. The record date for the 
determination of securityholders of the Company entitled to receive notice of 
and to vote at the Special Meeting is March 21, 2013. 
As the transaction will constitute a "business combination" for the purposes 
of MI 61-101, the implementation of the Plan of Arrangement will be subject to 
approval by a majority of the votes cast by shareholders other than Maxam, 
Pender and their affiliates, in addition to approval by 66⅔% of the votes 
cast by holders of Common Shares. The transaction also will be subject to 
certain closing conditions customary in transactions of this nature including, 
among other things, a condition that certain members of management of Radiant 
enter into employment and shareholder arrangements with the Purchaser. 
The Arrangement Agreement provides for, among other things, a non-solicitation 
covenant on the part of Radiant (subject to customary fiduciary out 
provisions). The Arrangement Agreement also provides the Purchaser with a 
"right to match" and requires the Company to pay the Purchaser Group, in 
certain circumstances, the actual documented amount of third party expenses of 
the Purchaser Group incurred in connection with the Arrangement Agreement and 
the Arrangement up to a maximum amount of $100,000. 
Perlus Microcap Fund LP, an arm's length shareholder of Radiant holding 
approximately 11% of the outstanding Common Shares, has entered into a lock-up 
agreement with the Purchaser to vote the outstanding Common Shares that it 
holds in favour of the Plan of Arrangement. 
The terms and conditions of the proposed transaction will be disclosed in an 
information circular that will be mailed in April 2013 to the securityholders 
of Radiant that will be entitled to vote at the Special Meeting. It is 
anticipated that the transaction, if approved by Radiant securityholders and 
the Supreme Court of British Columbia (the "Court"), will be completed in the 
second quarter of 2013. 
McMillan LLP and Mogan Daniels Slager LLP are acting as legal counsel to 
Radiant and the Independent Committee, respectively. Cassels Brock & Blackwell 
LLP is acting as legal counsel to the Purchaser and Maxam. 
Copies of the Arrangement Agreement, the information circular for the Special 
Meeting and certain related documents will be available on the System for 
Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com. 
About Radiant Communications Corp. 
Radiant is a leading provider of managed network and cloud hosting solutions 
for medium-size enterprises. Leveraging one of the largest Internet footprints 
across Canada, Radiant offers a comprehensive portfolio of reliable, secure 
and scalable IT infrastructure services, simplified under a single point of 
contact. For over 15 years, many of Canada's most recognized brand names have 
been relying on Radiant to support their mission-critical business operations. 
Cautionary Statement 
Neither TSX Venture Exchange nor its Regulation Services Provider (as that 
term is defined in policies of the TSX Venture Exchange) accepts 
responsibility for the adequacy or accuracy of this release. 
Forward-looking statements: 
This press release may contain forward-looking information or forward-looking 
statements (collectively referred to as "forward-looking statements"), 
including statements that use forward-looking terminology such as "may", 
"will", "expect", "anticipate", "believe", "continue", "potential", or the 
negative thereof or other variations thereof or comparable terminology. Such 
forward-looking statements may include, without limitation, statements 
regarding the completion of the proposed transaction, the holding of the 
Special Meeting and other statements that are not historical facts. While such 
forward-looking statements are expressed by Radiant, as stated in this 
release, in good faith and believed by Radiant to have a reasonable basis, 
they are subject to important risks and uncertainties including, without 
limitation, required Radiant securityholder approval and necessary Court 
approval, the satisfaction or waiver of certain other conditions contemplated 
by the Arrangement Agreement, and changes in applicable laws or regulations, 
which could cause actual results to differ materially from future results 
expressed, projected or implied by the forward-looking statements. As a result 
of these risks and uncertainties, the proposed transaction could be modified, 
restructured or not be completed, and the results or events predicted in these 
forward-looking statements may differ materially from actual results or 
events. These forward-looking statements are not guarantees of future 
performance, given that they involve risks and uncertainties. Radiant is not 
affirming or adopting any statements made by any other person in respect of 
the proposed transaction and expressly disclaims any intention or obligation 
to update or revise any forward-looking statements, whether as a result of new 
information, future events or otherwise, except in accordance with applicable 
securities law or to comment on expectations of, or statements made by any 
other person in respect of the proposed transaction. Investors should not 
assume that any lack of update to a previously issued forward-looking 
statement constitutes a reaffirmation of that statement. Reliance on 
forward-looking statements is at investors' own risk. 
For further information about Radiant, please visit www.radiant.net. 
Chuck Leighton, CFO, 604.692.4531,cleighton@radiant.net  
SOURCE: Radiant Communications Corp. 
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CO: Radiant Communications Corp.
ST: British Columbia
NI: FIN INTERNET FIN  
-0- Mar/08/2013 19:52 GMT
 
 
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