VANCOUVER, March 27, 2013 /CNW/ - Radiant Communications Corp. ("Radiant") (TSXV: RCN) is pleased to announce that it has filed its meeting materials on SEDAR, including a management information circular of Radiant dated March 22, 2013 (the "Circular"), in connection with its previously announced going-private transaction (the "Transaction"). Pursuant to the Transaction, a company established jointly by Maxam Opportunities Fund LP and its affiliated entity, Maxam Opportunities Fund (International) LP (together, "Maxam") and Pender Growth Fund (VCC) Inc. and its affiliated entity, Pender Financial Group Inc. (together, "Pender") for the purposes of the Transaction (the "Purchaser") will acquire all of the issued and outstanding common shares of Radiant ("Common Shares") that Maxam and Pender do not already own for cash consideration of $0.85 per Common Share by way of a plan of arrangement (the "Arrangement"). Maxam and Pender collectively own approximately 65% of the outstanding Common Shares. The mailing of the meeting materials to Radiant shareholders and optionholders will begin March 28, 2013. The Arrangement will be considered by Radiant shareholders and optionholders at a special meeting scheduled to be held at the offices of McMillan LLP, Suite 1500 - 1055 WestGeorgia Street, Vancouver, British Columbia on April 24, 2013 at 10:00 a.m. (Vancouver time) (the "Meeting"). The record date for the Meeting is March 21, 2013. The Circular contains, among other things, details concerning the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving payment for Common Shares, voting at the Meeting and other related matters. Shareholders and optionholders are urged to carefully review the Information Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to shareholders and optionholders. On March 22, 2013, Radiant obtained an interim order of the Supreme Court of British Columbia to authorize the shareholder and optionholder meeting process in connection with the Arrangement. The Arrangement is subject to, among other things, the approval of: (i) a majority of the votes cast by Radiant shareholders (other than Maxam, Pender and their affiliates and any related parties) present in person or represented by proxy at the Meeting; (ii) not less than two-thirds of the votes cast by Radiant shareholders present in person or represented by proxy at the Meeting; and (iii) not less than two-thirds of the votes cast by Radiant shareholders and optionholders, voting together as one class, present in person or represented by proxy at the Meeting. Assuming that the Arrangement is approved at the Meeting, Radiant is currently scheduled to return to court on April 25, 2013 to seek a final order to implement the Arrangement. The closing of the Arrangement is subject to the satisfaction of certain other closing conditions customary in a transaction of this nature. Assuming that these conditions are satisfied, it is expected that the closing of the Arrangement will be completed prior to the end of April 2013. Subsequent to the public announcement of the Arrangement, Radiant received an alternative proposal from a third party that proposed consideration greater than that offered under the Arrangement in a transaction that would be carried out in a similar manner to the Arrangement. The proposal was subject to confirmatory due diligence by the third party's lender. Maxam and Pender advised the special committee of independent directors of Radiant established to evaluate the Transaction (the "Independent Committee") that they would not support the proposal from the third party. Given Maxam and Pender's significant Common Share position, the Independent Committee determined that, without Maxam and Pender's support, any vote of shareholders on such alternative offer would not succeed and therefore would not be in the best interests of Radiant and its shareholders. As a result, the board of directors of Radiant and the Independent Committee decided not to pursue the alternative proposal as it could not reasonably be expected to constitute a "Superior Proposal" under the terms of the Arrangement Agreement, dated March 8, 2013, among Radiant, Maxam, Pender and the Purchaser. For additional disclosure on this alternative proposal, please see the section entitled "Background to the Arrangement" in the Circular. Copies of the meeting materials and certain related documents are available on SEDAR 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 mailing of the meeting materials, the completion of the proposed transaction, the holding of the 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, dated March 8, 2013, among Radiant, Maxam, Pender and the Purchaser, 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. about Radiant, please visitwww.radiant.net. SOURCE: Radiant Communications Corp. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/March2013/27/c8962.html CO: Radiant Communications Corp. ST: British Columbia -0- Mar/27/2013 21:33 GMT
Radiant Communications Corp. files meeting materials
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