Applied Innovation Stockholders Approve Acquisition by Keg Holdings
May 08 2007 - 5:09PM
PR Newswire (US)
DUBLIN, Ohio, May 8 /PRNewswire-FirstCall/ -- Applied Innovation
(NASDAQ:AINN) (the "Company") announced that its stockholders have
voted to approve and adopt the previously announced merger
agreement providing for the merger of the Company and a wholly
owned subsidiary of KEG Holdings, Inc. at the Company's special
meeting of stockholders held today in Dublin, Ohio. The Company
expects to complete the proposed merger on May 10, 2007. If the
proposed merger is completed, the Company's stockholders will
receive $3.45 in cash for each share of the Company's common stock
they hold, subject to a downward or upward closing adjustment based
on Applied Innovation's net working capital at closing. The
transaction is subject to customary closing conditions. The merger
was first announced in a press release dated February 22, 2007.
Safe Harbor Statement This communication contains forward-looking
statements that are made pursuant to the Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995, particularly
those statements regarding the effects of the proposed merger and
those preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "estimates," or
similar expressions. Forward-looking statements relating to
expectations about future results or events are based upon
information available as of today's date, and there is no assumed
obligation to update any of these statements. The forward-looking
statements are not guarantees of future performance, and actual
results may vary materially from the results and expectations
discussed. For instance, although Applied Innovation and KEG
Holdings, Inc. have signed an agreement for a subsidiary of KEG
Holdings, Inc. to merge with and into Applied Innovation, there is
no assurance that they will complete the proposed merger. The
proposed merger may not occur if it is blocked by a governmental
agency, or if either Applied Innovation or KEG Holdings, Inc. fail
to satisfy other conditions to closing. Other risks and
uncertainties to which the companies are subject are discussed in
the companies' reports filed with the Securities and Exchange
Commission (the "SEC") under the caption Risk Factors and
elsewhere, including, without limitation, Applied Innovation's
Annual Report on Form 10-K, as amended, for the year ended December
31, 2006 (filed March 23, 2006 and amended on April 30, 2006).
Copies of Applied Innovation's filings with the SEC can be obtained
on Applied Innovation's website, or at the SEC's website at
http://www.sec.gov/. One or more of these factors have affected,
and could affect Applied Innovation's business and financial
results in future periods, and could cause actual results and
issues related to the merger transaction to differ materially from
plans and projections. Any forward-looking statement is qualified
by reference to these risks, uncertainties and factors.
Forward-looking statements speak only as of the date of the
documents in which they are made. These risks, uncertainties and
factors are not exclusive, and Applied Innovation undertakes no
obligation to publicly update or review any forward-looking
statements to reflect events or circumstances that may arise after
the date of this release, except as required by law. About Applied
Innovation Applied Innovation provides hardware and software
applications that drive operational efficiency and improve quality
in wireless, wireline and converging networks. Applied Innovation's
industry-leading solutions include sophisticated remote site
management, 3G network data quality monitoring and logical security
of critical networks. Applied Innovation is a certified TL 9000
registered company with solutions currently installed in more than
34,000 sites worldwide. Headquartered in Dublin, Ohio, Applied is
traded on NASDAQ under the symbol AINN. For more information,
please visit the Company's Web site at
http://www.appliedinnovation.com/. DATASOURCE: Applied Innovation
Inc. CONTACT: Julia A. Fratianne, Vice President and Chief
Financial Officer of Applied Innovation, +1-614-798-2000 Web site:
http://www.appliedinnovation.com/
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