Mitel Obtains Shareholder Approval to Merge With Aastra
OTTAWA, Ontario, Dec. 3, 2013 (GLOBE NEWSWIRE) -- Mitel Networks Corporation
(Nasdaq:MITL) (TSX:MNW), a leading provider of cloud and premises-based
unified communications software solutions, today announced that each of the
TSX and NASDAQ has accepted the written consents of entities controlled by
Francisco Partners and Dr. Terence Matthews, who together control
approximately 60% of Mitel's common shares, as evidence of Mitel shareholder
approval of the company's proposed merger with Aastra Technologies Limited
Written Consent in Lieu of Shareholder Meeting
Mitel has obtained the irrevocable written consent of Kanata Research Park
Corporation ("KRPC") and of Arsenal Holdco I S.A.R.L. ("Arsenal I") and
Arsenal Holdco II S.A.R.L. ("Arsenal II", and together with Arsenal I,
"Arsenal") with respect to the proposed merger. As previously announced on
November 11, 2013, following arm's length negotiations, Mitel has agreed to
acquire all of the outstanding common shares of Aastra by way of a plan of
arrangement under the Canada Business Corporations Act for US$6.52 in cash
plus 3.6 Mitel common shares per each Aastra common share.
Under section 611(c) of the TSX Company Manual the merger requires the
approval of Mitel shareholders by majority vote, as the number of Mitel common
shares ("Mitel Shares") to be issued in connection with the merger (the "Mitel
Share Issuance") exceeds 25% of the total number of outstanding Mitel Shares.
Such written consent of KRPC and Arsenal has been submitted to the TSX under
section 604(d) of the TSX Company Manual as written evidence of the required
shareholder approval of the Mitel Share Issuance.
Under Section 5635(a)(1)(A) of the NASDAQ Stock Market Rules, the merger
requires the approval of Mitel shareholders by majority vote, as the Mitel
Share Issuance exceeds 20% of the total number of outstanding Mitel Shares.
The written consent of KRPC and Arsenal has been submitted to NASDAQ in
connection with its review of the listing of the Mitel Share Issuance and
NASDAQ has raised no objections regarding the written evidence of the required
shareholder approval of the Mitel Share Issuance.
The written consents of KRPC and Arsenal were delivered via voting support
agreements by (i) Mitel, Aastra, KRPC and Dr. Matthews, and (ii) by Mitel,
Aastra and Arsenal, respectively. KRPC beneficially owns 12,080,610 Mitel
Shares, representing voting ownership of approximately 22.4% of the
outstanding Mitel Shares. Arsenal I and Arsenal II collectively beneficially
own 20,097,546 Mitel Shares, representing voting ownership of approximately
37.3% of the outstanding Mitel Shares, and together with KRPC, approximately
59.7% of the outstanding Mitel Shares. Arsenal I and Arsenal II are considered
to be acting jointly and in concert with respect to the merger.
Issuance of Mitel Shares and Replacement Options
Mitel expects to issue up to approximately 44,313,745 Mitel Shares in
connection with the merger, representing approximately 82.2% of the total
number of outstanding Mitel Shares. The Mitel Share Issuance will consist of
approximately: (i) 43,607,210 Mitel Shares to be issued to Aastra shareholders
based on the number of Aastra common shares outstanding and the number of
Aastra options agreed to be exercised as at November 10, 2013; and (ii)
706,535 Mitel Shares issuable upon exercise of replacement Mitel options to be
issued to holders of Aastra options who have not agreed to exercise their
Aastra options under the merger, based on the number of Aastra options
outstanding as at November 10, 2013.
Upon completion of the merger and assuming the issuance of 43,607,210 Mitel
Shares as outlined above: (i) Mitel will have 97,507,270 common shares
outstanding; (ii) KRPC will have voting ownership of 12,080,610 Mitel Shares,
or approximately 12.4% of the outstanding Mitel Shares; (iii) Arsenal I will
have voting ownership of 14,508,268, or approximately 14.9% of the outstanding
Mitel Shares, Arsenal II will have voting ownership of 5,589,278, or
approximately 5.7% of the outstanding Mitel Shares, and collectively Arsenal
will have voting ownership of 20,097,546, or approximately 20.6% of the
outstanding Mitel Shares; (iv) Mitel shareholders, other than KRPC and
Arsenal, will hold approximately 22.3% of the outstanding Mitel Shares; and
(v) former Aastra shareholders will hold approximately 44.7% of the
outstanding Mitel Shares. The merger is not expected to materially affect
control of Mitel.
The merger must be approved by at least two-thirds of the votes cast at the
special meeting of Aastra shareholders expected to take place in January 2014.
Completion of the merger remains conditional on approval by the Ontario
Superior Court of Justice (Commercial List), compliance with the Investment
Canada Act (Canada) and certain other closing conditions customary in
transactions of this nature. It is anticipated that the merger will be
completed in the first calendar quarter of 2014.
Further information regarding Mitel's proposed merger with Aastra can be found
in Mitel's press release dated November 11, 2013 and material change report
dated November 14, 2013, both of which have been filed on SEDAR and are
available at www.sedar.com and the Form 8-K, dated November 14, 2013, filed on
EDGAR and available at www.edgar.com.
Some of the statements in this press release are forward-looking statements
(or forward-looking information) within the meaning of applicable U.S. and
Canadian securities laws. These include statements using the words target,
outlook, may, will, should, could, estimate, continue, expect, intend, plan,
predict, potential, project and anticipate, and similar statements which do
not describe the present or provide information about the past. There is no
guarantee that the expected events or expected results will actually occur.
Such statements reflect the current views of management of Mitel and are
subject to a number of risks and uncertainties. These statements are based on
many assumptions and factors, including general economic and market
conditions, industry conditions, corporate approvals, regulatory approvals,
operational factors and other factors. Any changes in such assumptions or
factors could cause actual results to differ materially from current
expectations. All forward-looking statements attributable to Mitel, or persons
acting on its behalf, and are expressly qualified in their entirety by the
cautionary statements set forth in this paragraph. Undue reliance should not
be placed on such statements. In addition, material risks that could cause
results of operations to differ include the merged company's ability to
achieve or sustain profitability in the future; fluctuations in the quarterly
and annual revenues and operating results; fluctuations in foreign exchange
rates; current and ongoing global economic instability; intense competition;
reliance on channel partners for a significant component of sales; dependence
upon a small number of outside contract manufacturers to manufacture products;
the ability to successfully integrate the acquisition and realize certain
synergies; and, our ability to implement and achieve our business strategies
successfully. Additional risks are described under the heading "Risk Factors"
in Mitel's Annual Report on Form 10-K. Forward-looking statements speak only
as of the date they are made. Except as required by law, we do not have any
intention or obligation to update or to publicly announce the results of any
revisions to any of the forward-looking statements to reflect actual results,
future events or developments, changes in assumptions or changes in other
factors affecting the forward-looking statements.
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