Competition Bureau Clears Sale of GLENTEL to BellWednesday, May 6, 2015
GLENTEL announces Shareholder Election Deadline
Vancouver, BC, May 6, 2015--(T-Net)--GLENTEL Inc. (GLN.TO) 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.
Editor's Note: T-Net first reported that Telecom Company BCE Inc. was to acquire Burnaby's Glentel in deal worth $670 million back in November 2014.
GLENTEL also has a wireless Business Services division, which is one of Canada's leading wireless communications solutions integrators, delivering solutions to enterprise, first responders, and local, regional, and federal government agencies.
GLENTEL Business Services designs and commissions wireless networks for commercial applications in three core areas: terrestrial radio systems, satellite network services, and wireless broadband solutions.
GLENTEL Business Services has nine full-service centres across the country and the most advanced technical service staff of its kind in Canada focused on serving primarily the mining, oil and gas, public safety and utilities industries.
GLENTEL Business Services is also the only national two-way radio company as well as the largest Motorola solutions partner in Canada. With one of the largest radio rental fleets, GLENTEL supports event and peak demand requirements for customers, and is the largest satellite provider to industry and emergency services in Canada.
This division will also likely transfer to Bell as part of the acquisition.
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 websitewww.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 websitehttp://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).
Based in Burnaby, BC, Canada, GLENTEL (GLN.TO) 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.
Burnaby, BC (Wireless)
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