Unique Broadband Systems, Inc.
28 Marzo 2012 - 3:20PM
PR Newswire (Canada)
TORONTO, March 28, 2012 /CNW/ - Unique Broadband Systems, Inc.
("UBS" or the "Company") announced that its board of directors has
today passed a resolution calling an annual and special meeting of
shareholders (the "Meeting") and setting the record date for such
Meeting. The Meeting has been scheduled for July, 11 2012 and the
record date for the Meeting has been set for May 24, 2012.
Formal notice of the Meeting and a management information circular
will be delivered to shareholders in due course in compliance with
applicable corporate and securities laws. The Meeting will be
held at 10:30 a.m. at the offices of Gowling Lafleur Henderson LLP
in the City of Toronto. The items of business to be considered at
the Meeting will include the matters that are the subject of the
shareholders' meeting requisition that was received by the Company
from 2064818 Ontario Inc. and 6138241 Ontario Inc., two companies
that are directly or indirectly controlled by Mr. Alex Dolgonos
(the "Dolgonos Shareholders"): (i) to remove all incumbent
directors of the Company and to elect Kenneth D. Taylor, Azim S.
Fancy and Daniel Marks to fill the vacancies created thereby; (ii)
to increase the number of directors of the Company to four; and
(iii) if the number of directors of the Company is increased, to
elect Victor Wells to fill the vacancy created thereby. In their
press release dated March 8, 2012, the Dolgonos Shareholders
indicate that UBS shareholders have been given two very different
visions for the future of the Company: an unknown future with
a new board of directors and the orderly liquidation and winding up
of the Company. In order for UBS shareholders to have the
necessary information to permit them to make an informed decision
regarding these different visions, the board of directors continues
to be of the view that of primary importance to all stakeholders is
to ensure, prior to the Meeting, that the determination of the
validity and quantum of the over $18 million in claims against UBS
(the "Claims") of affiliates of Mr. Dolgonos and Mr. McGoey, the
former CEO of UBS, is completed as quickly as possible through the
CCAA proceedings which are currently underway. Specifically,
a determination of the disallowance of the Claims under the CCAA
claims process could hold substantial value for all shareholders
and the board of directors believes that shareholders are entitled
to know the amount of such value prior to making a decision in
respect of a change in board of directors. UBS has been pushing for
the determination of the Claims on their merits in the CCAA claims
process in the most efficient and cost-effective manner, a process
that is being challenged by affiliates of Messrs. Dolgonos and
McGoey. UBS believes that it is reasonable to expect that the
claims process should be able to be completed in advance of the
Meeting. UBS, its board of directors and its chairman reserve
the right, in their sole discretion, to either adjourn the Meeting
or seek an order of the court to postpone the Meeting, including
until such time as the claims process is completed. TSXV Update The
Corporation has received notice from the TSX Venture Exchange (the
"Exchange") that, in accordance with its Continued Listing
Requirements outlined in Exchange Policy 2.5, the Corporation no
longer meets the tests related to having a significant interest in
a business or primary asset used to carry on business. The Exchange
placed the Corporation on notice to transfer to NEX on June 7,
2012, subject to the Corporation making a submission that it meets
all Tier 2 Continued Listing Requirements. UBS Shareholders Urged
to Reject the Dolgonos Offer UBS Shareholders are reminded that the
recommendation of UBS' board of directors to UBS Shareholders is
that they REJECT and DO NOT TENDER their UBS shares to the
unsolicited offer (the "Dolgonos Offer") from 2064818 Ontario Inc.
to acquire up to 10,000,000 common shares of UBS, representing less
than 10% of the Company's issued and outstanding common
shares. A more detailed discussion of the reasons for
rejecting the Dolgonos Offer is contained in the Directors'
Circular that has been mailed to each UBS Shareholder and that has
been filed with the Canadian securities regulatory authorities. The
Directors' Circular is available on SEDAR at www.sedar.com. UBS
Shareholders are advised to read the Directors' Circular carefully
and in its entirety, as it contains important information regarding
UBS, 206 Ontario and the Dolgonos Offer. How to Withdraw Tendered
UBS Shares To reject the Dolgonos Offer, if you have not tendered
your UBS Shares, you do not need to do anything. Simply do
not tender your UBS Shares to the Dolgonos Offer. UBS
Shareholders who have already tendered their UBS Shares to the
Dolgonos Offer can withdraw them at any time before they have been
taken up and accepted for payment by 206 Ontario. The board of
directors urges UBS Shareholders to withdraw any UBS Shares
tendered to the Dolgonos Offer prior to May 11, 2012. UBS
Shareholders holding shares through a dealer, broker or other
nomine should contact such dealer, broker or nominee to withdraw
their UBS Shares. Shareholders requiring assistance to withdraw UBS
Shares from the Dolgonos Offer should contact:
irinfo@uniquebroadband.com. About Unique Broadband Systems, Inc.
UBS's shares are listed on the TSX Venture Exchange under the
symbols "UBS". More information on UBS can be found at
www.sedar.com. The corporate information contained in this release
includes forward-looking statements regarding future events and
costs that involve risks and uncertainties that could cause actual
results to differ materially. Assumptions used in the preparation
of such information, although considered reasonable by UBS at the
time of preparation, may prove to be incorrect. The actual results
achieved may vary from the information provided herein and the
variations may be material. Consequently, there is no
representation by UBS that actual results achieved will be the same
in whole or in part as those forecast. Neither the TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release. Unique
Broadband Systems, Inc. CONTACT: Grant McCutcheon, CEO(905)
660-8100
Copyright
(TSXV:UBS)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
(TSXV:UBS)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024
Real-Time news about (TSX Venture Exchange): 0 recent articles
Más de Unique Broadband Systems Inc. Artículos de Noticias