OSI Geospatial Inc. receives final approval of TSXV
June 24 2012 - 7:57PM
PR Newswire (Canada)
VANCOUVER, June 27, 2012 /CNW/ - OSI Geospatial Inc. ("OSI" or the
"Company") announced today that the TSX Venture Exchange ("TSXV")
granted its final approval with respect to the Company's previously
announced delisting from the TSXV and going private transaction to
be completed by way of a court approved plan of arrangement (the
"Transaction"). Pursuant to the TSXV's formal bulletin (the
"Bulletin") issued today, the Company's common shares will be
delisted from the TSXV effective at the close of business on July
12, 2012, ten business days after issuance of the Bulletin (the
"Delisting"). The Transaction is expected to become effective on
July 13, 2012, the day after the Delisting (the "Effective Date").
The Transaction provides, among other things, that (i) each Class
"B" Series 2 Preference Share (a "Preferred Share") held by a
Preferred Shareholder be converted into common shares of the
Company (the "Common Shares") at a conversion rate of 156.667
Common Shares per Preferred Share, which is equivalent to a value
of $9.40 per Preferred Share, and (ii), all of the issued and
outstanding Common Shares be consolidated on a 250,000 to 1 basis
and Common Shareholders holding less than one post-consolidation
Common Share be paid $0.060 in cash, representing a 33% premium to
the pre-consolidation market price for the Common Shares, per
pre-consolidation Common Share held by them. Following the
Delisting and Effective Date, the Company will apply to the
relevant securities commissions to cease to a reporting issuer and
expects to close the Transaction in late July 2012. Further details
regarding the Transaction are set out in the management information
circular dated May 16, 2012, which is available under the Company's
profile on SEDAR. About OSI Geospatial Inc. OSI Geospatial Inc.
operates two distinct business units: Offshore Systems Ltd. (based
in Vancouver, British Columbia), a world-leading naval fleet
supplier of integrated navigation and tactical solutions; and CHI
Systems, Inc. (based in Philadelphia, Pennsylvania), a leading-edge
research, development, and systems integration supplier of
technology solutions for defense, aerospace, health, and bioscience
markets. OSI Geospatial systems and software are in use by
military, government, and commercial customers around the world.
The Company is publicly traded on the TSX Venture Exchange. For
additional information please visit www.osigeospatial.com.
Forward-Looking Statements Information set forth in this news
release may involve forward-looking statements under applicable
securities laws. Forward-looking statements are statements that
relate to future, not past, events. In this context,
forward-looking statements often address expected future business
and financial performance, and often contain words such as
"anticipate", "believe", "plan", "estimate", "expect", and
"intend", statements that an action or event "may", "might",
"could", "should", or "will" be taken or occur, or other similar
expressions. All statements, other than statements of historical
fact, included herein including, without limitation, statements
about the completion of the Transaction and regulatory and court
approvals, are forward looking statements. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following
risks: the need for additional financing; operational risks
associated with mineral exploration; fluctuations in commodity
price and title matters or other reports and filings with the TSX
Venture Exchange and applicable Canadian securities regulators.
Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the
Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other
circumstances should change, except as required by applicable
securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements. Neither 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. OSI
Geospatial Inc. CONTACT: Jim GirardChief Financial Officer and
Secretary+1 778-373-4600 +1 888 880 9797+1 778-373-0027
(FAX)invest@osigeospatial.com
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