Arel Communications and Software Intends to Seek Privatization; Company's Audit Committee has Approved and Intends to Bring Priv
03 Octubre 2005 - 5:30AM
Business Wire
Arel Communications and Software (NASDAQ: ARLC), technology leader
in integrated voice, video and web communications for interactive
conferencing, collaboration and training applications, together
with Cetus Corp., an Ohio based corporation controlled by Clayton
L. Mathile, Arel's largest shareholder, today announced that Arel's
Audit Committee has approved a plan to take the Company private.
The Committee intends, along with the Chairman of Arel's Board of
Directors, to submit the privatization plan to Arel's Board. The
proposed plan would entail the repurchase of Arel's shares by the
Company at a price of $1.50 per share and that Mr. Clayton Mathile
would remain a shareholder of Arel. Cetus Corp. has agreed in
principle, subject to reaching definitive terms, to provide the
Company with the funding to carry out the proposed plan and for its
future operating needs. In addition to Board approval, the plan
would require the receipt of a fairness opinion, the approval of
Arel's shareholders, and the consent of an Israeli court. If the
proposed transaction is effected as proposed, Arel expects to have
fewer than 300 shareholders of record. In such case, Arel would
terminate the registration of its ordinary shares under the
Securities Exchange Act of 1934, as amended, delist its ordinary
shares from the Nasdaq SmallCap Market and cease filing reports and
other information with the Securities and Exchange Commission
(SEC). No assurance can be given that the proposed transaction, or
a similar transaction, will be effected on these or any other
terms. This announcement is neither a solicitation of a proxy nor
an offer to purchase, or a solicitation of an offer to sell,
ordinary shares of Arel. Assuming Arel's board of directors
approves the proposed transaction, Arel intends to file a Schedule
13E-3 with the SEC in connection with the special meeting of
shareholders which would be held to vote on the proposed plan. All
shareholders are urged to read the definitive Schedule 13E-3 when
it becomes available and any definitive materials accompanying such
Schedule 13E-3 because they will contain important information
about the proposed transaction. Shareholders may obtain such
documents free of charge when they are available at the Web site
maintained by the SEC at www.sec.gov. Arel will also mail a copy of
certain definitive materials to its shareholders entitled to vote
at the special meeting. About Arel Communications and Software:
Arel Communications and Software is a leader in conferencing and
collaboration solutions. Arel is focused on enhancing
communications, facilitating workgroup collaboration and driving
productivity in the enterprise. By providing a comprehensive
application suite, Arel Spotlight(TM), for leveraging enterprise
networks for rich-media communications, Arel replicates in-person
meetings in the online environment. Combining voice, video and data
conferencing in one easy-to-use Web-based solution, Arel fosters
interactive communications that significantly improve work
environments today. Arel's solution impacts key business processes
such as corporate and marketing communications, distance learning,
product development, customer relationship management, and supply
chain management. Allowing geographically dispersed users to work
together in groups, attend webinars and panel discussions,
participate in training courses, and have one-on-one meetings with
customers or colleagues, from virtually anywhere, Arel Spotlight is
a powerful tool for critical business communications. For more
information, visit www.arelcom.com. This press release contains
forward-looking statements that are subject to risks and
uncertainties. Factors that could cause results to differ
materially from these forward-looking statements include, but are
not limited to, the receipt of corporate and third party approvals,
obtaining the financing to carry out the proposed plan, general
business conditions in the industry, changes in demand for
products, the timing and amount or cancellation of orders and other
risks detailed from time to time in Arel Communications and
Software's filings with the Securities and Exchange Commission.
Arel is under no obligation (and expressly disclaims any such
obligation) to update or alter any forward-looking statements
whether as a result of new information, future events or otherwise.
All trademarks recognized.
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