BURNABY, BC, Dec. 19, 2014 /CNW/ - GLENTEL Inc.
("GLENTEL") (TSX: GLN) reported today that it has filed its
management information circular and related materials (the "Proxy
Materials") with the relevant Canadian securities regulators for a
meeting of GLENTEL's securityholders (the "Meeting") at which the
securityholders will be asked to approve a plan of arrangement (the
"Arrangement") announced on November
28, 2014. The Arrangement provides for, among other
things, the acquisition by BCE Inc. of all of the outstanding
common shares of GLENTEL ("Shares") and the purchase for
cancellation by GLENTEL of all of the outstanding options to
purchase common shares of GLENTEL ("Options"), subject to the
provisions of the arrangement agreement dated
November 28, 2014 between GLENTEL and BCE
Inc.
On December 11, 2014, the Ontario
Superior Court of Justice (Commercial List) granted an interim
order providing for, among other things, the calling and holding of
the Meeting. The Meeting is scheduled for 9:00 a.m. (Vancouver time) on January 12, 2015 at the Pan Pacific Hotel, Coal
Harbour Room, 999 Canada Place, Vancouver, BC.
As previously announced, the Arrangement has been approved
unanimously by the Board of Directors of GLENTEL following the
report and unanimous favourable recommendation of a special
committee of independent directors (the "Independent Committee").
In so doing, the Board of Directors of GLENTEL determined,
following the favourable recommendation of the Independent
Committee, that the Arrangement is in the best interests of GLENTEL
and is fair to the holders of Shares and recommends that the
shareholders of GLENTEL vote FOR the special resolution approving
the Arrangement.
To become effective, the resolution in respect of the
Arrangement must be approved by not less than (i) 66 2/3% of
the votes cast by the holders of Shares and Options, voting as a
single class, and (ii) a majority of the votes cast by the holders
of Shares (other than interested shareholders for the purpose of
such vote). Each of the directors and certain executive
officers of GLENTEL, holding approximately 39% of the outstanding
Shares, entered into voting and support agreements in connection
with the Arrangement.
GLENTEL's securityholders of record as of 5:00 p.m. (Vancouver time) on December 11, 2014 are entitled to receive notice
of, and vote at, the Meeting. The Proxy Materials, which have
been mailed to GLENTEL's securityholders and are available under
GLENTEL's profile on the SEDAR website (www.sedar.com), provide
important information about the Arrangement, the Meeting and
related matters, including voting procedures.
GLENTEL has determined to modify the proxy deadline as stated in
the Meeting Materials in compliance with the Canada Business
Corporations Act. To be used at the Meeting, proxies must be
received by GLENTEL's registrar and transfer agent, Computershare
Investor Services Inc., 8th Floor, 100 University Avenue,
Toronto, Ontario, Canada, M5J 2Y1
no later than 9:00 a.m. (Vancouver time) on Thursday, January 8, 2015 or by facsimile:
1-866-249-7775, Attention: Proxy Department or, in the event that
the special meeting is adjourned or postponed, not less than two
business days prior to the time set for any reconvened or postponed
meeting.
About GLENTEL
Based in Burnaby, BC, Canada, GLENTEL is a leading provider of
innovative and reliable wireless communications services and
solutions, offering a choice of network carrier and wireless or
mobile products and services to consumers and commercial customers.
GLENTEL is one of the largest independent multicarrier mobile
phone retailers in Canada and
Australia. In the United
States, GLENTEL operates two of the six National Premium Retailers
for Verizon Wireless. To its business and government
customers, GLENTEL offers wireless systems and hardware, rental
equipment, and system implementation services. GLENTEL
celebrated its 50th anniversary in 2013.
GLENTEL's own brands, including GLENTEL Wireless Solutions,
WIRELESSWAVE, WAVE SANS FIL, Tbooth wireless, la cabine T sans fil,
WIRELESS etc…, SANS FIL etc…, MacStation, Diamond Wireless,
Wireless Zone®, and Allphones span four countries and three
continents. At September 30,
2014, the Company employed over 4,670 employees and operated
more than 1,425 locations, including more than 499 locations in
Canada, located in retail malls,
Costco Wholesale stores, Target retail stores, and business
centres; more than 735 corporate, franchise, and BJ's Wholesale
Inc. kiosk retail locations in the United
States; and more than 190 retail locations in Australia and the
Philippines.
Notice to US securityholders
The transaction
contemplated by this news release involves the securities of
Canadian companies and will be subject to Canadian disclosure
requirements that are different from those of the United States. The common shares of
BCE Inc. to be issued pursuant to the plan of arrangement described
herein will not be registered under the U.S. Securities Act of 1933
pursuant to an exemption from the registration requirements of such
Act. Financial statements included or incorporated by
reference in the information circular relating to the transaction
have been prepared in accordance with International Financial
Reporting Standards and may not be comparable to the financial
statements of U.S. companies.
NO STOCK EXCHANGE, SECURITIES COMMISSION, OR OTHER REGULATORY
AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED
HEREIN.
For a copy of GLENTEL's annual report or for additional
information visit www.glentel.com or www.sedar.com.
SOURCE Glentel Inc.