Vancouver, BC, June 22, 2011--(T-Net)--Icron Technologies Corporation (TSX-V: IT) announced that it has entered into an arrangement agreement with Pender Financial Group Corporation pursuant to which it is proposed that an affiliate of Pender, 7895461 Canada Inc., will acquire all of the issued and outstanding common shares and options of Icron by way of a plan of arrangement under the Canada Business Corporations Act.
The cash consideration (the “Consideration”) to be paid for each common share of Icron, other than common shares held by members of the Buyer Group (as defined below), under the Arrangement Agreement will be CDN$0.53 per common share. This represents an approximately 49.3% premium over the closing price of CDN$0.355 of Icron on the TSX Venture Exchange on June 21st, being the last closing price prior to this announcement. All options will be acquired for cash consideration equal to an amount by which the Consideration exceeds the exercise price of such option. The total value of the transaction is approximately $11.828 million.
Pender has negotiated the Arrangement Agreement on behalf of a buyer group consisting of Pender, Kelly Edmison (Chairman of the Board of Icron), Robert Haefling (President and CEO of Icron), Robert Jull (a Director of Icron), Julian Elliott (a Director of Icron), Todd Hamel (CFO and Vice President, Finance of Icron), Sukhdeep Hundal (Vice President, Engineering of Icron) and William A. Rand. At present, the Buyer Group holds 7,278,653 common shares in the capital of Icron, representing approximately 32.8% of the total outstanding common shares.
As a result, the Buyer Group and the Purchaser are related parties to Icron, as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the arrangement to be completed pursuant to the Arrangement Agreement (the “Arrangement”) will be conditional upon, among other things, the approval of the majority of the minority of Icron's shareholders (excluding members of the Buyer Group and their affiliates) and the approval of 66?% of the shareholders of Icron (including members of the Buyer Group and their affiliates). It is expected that a special meeting of the shareholders of Icron to approve the Arrangement will be held on or around August 10, 2011 (the “Meeting”). The Arrangement is also conditional upon customary terms for transactions of this nature including there being not more than 5% of Icron shareholders who exercise their right of dissent in respect of the Arrangement and the approvals of the TSX Venture Exchange and the Supreme Court of British Columbia. Further particulars of the Meeting, the Arrangement and the Arrangement Agreement will be communicated to Icron shareholders in due course.
If all approvals are obtained and other conditions met, it is expected that the Arrangement will be completed by the end of August 2011. Upon completion of the transactions contemplated by the Arrangement Agreement, Icron will be delisted from the TSX Venture Exchange.
The independent member of the board of directors of Icron has determined that the Arrangement is fair to the Icron shareholders, that it is in the best interests of Icron to enter into the Arrangement Agreement, and has agreed to recommend that Icron shareholders vote to approve the Arrangement at the Meeting.
Evans & Evans, Inc. is acting as financial advisor to the independent member of the board of directors of Icron with respect to the Arrangement. Evans & Evans has provided a Fairness Opinion indicating that the consideration to be received by Icron shareholders, other than members of the Buyer Group, under the Arrangement is fair from a financial point of view. A copy of the Fairness Opinion will be included in the information circular to be provided to the shareholders of Icron prior to the Meeting.
Neil McDonnell, the independent member of the board of Icron said: “The offer of $0.53 per share represents fair value from a financial point of view according to the valuation prepared by our financial advisor. Evans & Evans used a weighted average of four commonly used methods to assess the offer and based on that, recommends the offer as fair from a financial point of view.”
Kelly Edmison, speaking on behalf of the Buyer Group, said: “Icron has not been successful as a public company for a long time. Although it is a stable small cap company and continues to grow, it is not the type of story that the resource oriented Canadian junior markets want to hear. We remain supportive of Icron and its business model, but the costs of remaining public, the lack of need for further financing, and the inability to provide liquidity, led us to the conclusion that it was better for Icron to continue on a private company.”
Icron has agreed that it will not solicit or initiate discussions or negotiations with any third party concerning any sale of any material position or assets of Icron, or any business combination involving Icron, and Icron has granted Pender the right to match, under certain circumstances, any subsequent offer. A break fee of 2% of the value of the transaction will be payable to the Purchaser if an unsolicited superior proposal is accepted by Icron.
FOR FURTHER INFORMATION PLEASE CONTACT:
Icron Technologies Corporation
President and CEO
The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
About Icron Technologies Corporation
Icron Technologies (TSX-V:IT) is an innovative leader in the development and manufacturing of high-performance video and USB extension solutions for commercial and industrial markets worldwide. Icron's patented extension technology extends PC Video and USB devices over many media types including Cat 5, Fiber, Wireless, DisplayPort, Coax, Powerline, and over a corporate LAN. Icron's extension products are deployed in a wide range of applications such as digital home connectivity, industrial automation, medical imaging, aerospace, interactive digital signage, remote desktop extension, security and surveillance, enterprise computing, isolated USB, and point-of-sale markets, or anywhere where a PC needs to be remotely located from a display or peripheral device.
Icron is a publicly traded corporation and trades under the symbol "IT" on the TSX Venture Exchange. For more information on the company and its products, please visit http://www.icron.com.
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.
FORWARD-LOOKING STATEMENTS: Except for statements of historical fact, all statements in this news release?including, without limitation, statements regarding financial estimates and future plans and objectives of Icron?are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements.