GLENTEL announces Shareholder Election
Deadline
BURNABY, BC, May 5, 2015 /CNW/ - GLENTEL Inc. (TSX: GLN) today
announced that Canada's
Competition Bureau has issued a "no action letter" with regard to
GLENTEL's previously announced acquisition by BCE Inc. (TSX, NYSE:
BCE; Bell). The Bureau has also issued a "no action letter" for the
subsequent sale by Bell of 50% of GLENTEL to Rogers Communications
Inc. (TSX: RCI.A, RCI.B; NYSE: RCI; Rogers).
With these letters, the regulatory conditions under the plan of
arrangement entered into by GLENTEL and Bell (the Arrangement), and
the subsequent agreement between Bell and Rogers, have been
fulfilled.
Headquartered in Burnaby, BC
and operating as a standalone entity with independent management,
GLENTEL will continue with its strategy of offering competing
dual-carrier wireless brands to Canadian consumers and business
customers. Outside Canada, GLENTEL
owns, operates, and franchises approximately 734 retail locations
in the United States, as well as
141 points of sale in Australia
and the Philippines.
Further to the Bureau's approval, GLENTEL and Bell have agreed
the Arrangement will be completed on May
20th, 2015. Based on the scheduled closing date,
the deadline for GLENTEL shareholders to elect the form of
consideration they wish to receive in respect of their GLENTEL
common shares pursuant to the Arrangement is 5:00 p.m. PDT on
May 14th, 2015.
A detailed description of the Arrangement is set forth in the
GLENTEL management information circular dated December 11th, 2014. Shareholders can
obtain a copy of the Circular as filed with Canadian provincial
securities regulatory authorities at www.sedar.com.
Election of Consideration
GLENTEL shareholders may elect to receive either the cash
consideration of $26.50 per share or
the common share consideration of 0.4974 of a BCE common share per
share as specified under the Arrangement for all of their GLENTEL
shares. Shareholders may only elect to receive cash consideration
or share consideration for all their shares; shareholders may not
elect to receive a combination of cash and shares. However, any
election by a shareholder is subject to proration and rounding and
therefore shareholders may ultimately receive a combination of cash
and BCE common shares by operation of the proration provisions of
the Arrangement. Under the Arrangement, BCE will pay consideration
to shareholders, in the aggregate, in cash in respect of 50% of the
outstanding common shares of GLENTEL and BCE common shares in
respect of 50% of the outstanding shares.
Registered shareholders may make an effective election by
depositing with the depositary under the Arrangement, on or prior
to 5:00 p.m. PDT on May 14th, 2015, a duly completed
letter of transmittal and election form indicating their election,
together with the certificates (if applicable) representing their
GLENTEL shares. The election form can be found on GLENTEL's website
www.glentel.com as well as on www.sedar.com. Non-registered
shareholders that hold shares through an intermediary, such as a
broker, investment dealer, bank or trust company, should carefully
follow the instructions and deadlines from the intermediary that
holds shares on their behalf and should contact such intermediary
with any questions about their election. Shareholders who may
have made an election through an intermediary prior to the date of
this press release may wish to contact their intermediary prior to
the election deadline to verify that their election has been made
properly.
Any GLENTEL shareholder that fails to properly make an election
prior to 5:00 p.m. PDT on
May 14th, 2015 will be
deemed to have elected to receive (a) the cash consideration, if
elections have exceeded the maximum share consideration available
under the Arrangement, (b) the share consideration, if elections
have exceeded the maximum cash consideration available under the
Arrangement or (c) a combination of cash and BCE common shares, if
elections have exceeded neither the maximum share consideration nor
the maximum cash consideration.
A GLENTEL shareholder who elects to receive only the Share
Consideration but, because of proration, receives a combination of
BCE common shares and cash, will be required to make a joint
election to obtain a full or partial tax deferral. A tax
instruction letter providing certain instructions on how to
complete the tax election may be obtained at BCE's website
http://www.bce.ca/investors/shareholder-info/glentel-acquisition.
Caution Concerning Forward-Looking Statements
Certain
statements made in this news release are forward-looking
statements, including, but not limited to, statements relating to
the proposed acquisition by BCE Inc. of all of the issued and
outstanding common shares of GLENTEL, the satisfaction or waiver of
conditions to the closing of the Arrangement, the scheduled closing
date of the Arrangement and other statements that are not
historical facts. Forward-looking statements are typically
identified by the words assumption, goal, guidance, objective,
outlook, project, strategy, target and other similar expressions or
future or conditional verbs such as aim, anticipate, believe,
could, expect, intend, may, plan, seek, should, strive and will.
All such forward-looking statements are made pursuant to the "safe
harbour" provisions of applicable Canadian securities laws and of
the United States Private Securities Litigation Reform Act of
1995.
Forward-looking statements, by their very nature, are subject to
inherent risks and uncertainties and are based on several
assumptions, both general and specific, which give rise to the
possibility that actual results or events could differ materially
from our expectations expressed in or implied by such
forward-looking statements. As a result, we cannot guarantee that
any forward-looking statement will materialize and we caution you
against relying on any of these forward-looking statements. The
forward-looking statements contained in this news release describe
our expectations at the date of this news release and, accordingly,
are subject to change after such date. Except as may be required by
Canadian securities laws, we do not undertake any obligation to
update or revise any forward-looking statements contained in this
news release, whether as a result of new information, future events
or otherwise. Forward-looking statements are provided herein for
the purpose of giving information about the proposed transaction
referred to above and its expected impact. Readers are cautioned
that such information may not be appropriate for other
purposes.
Notice to US Security holders of GLENTEL
The
transaction contemplated by this news release involves the
securities of Canadian companies and is 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 Arrangement 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
Circular have been prepared in accordance with Canadian accounting
standards and may not be comparable to the financial statements of
U.S. companies.
For additional information on assumptions and risks underlying
certain forward-looking statements made in this news release,
please consult the Circular filed by GLENTEL with the Canadian
provincial securities regulatory authorities (available at
www.sedar.com).
About GLENTEL
Based in Burnaby, BC, Canada, GLENTEL (TSX: GLN) is a 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 an independent multicarrier mobile phone retailer 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.
At March 31, 2015, GLENTEL
employed over 4,300 employees and operated more than 1,245
locations, including 370 retail and business locations in
Canada, 734 locations in
the United States, and 141 retail
locations in Australia and
the Philippines.
SOURCE Glentel Inc.