Radiant Communications Corp. files meeting materials

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. 
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CO: Radiant Communications Corp.
ST: British Columbia 
-0- Mar/27/2013 21:33 GMT
 
 
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