TigerTel Communications Inc.

TigerTel Communications Inc.

July 27, 2009 06:01 ET

TigerTel Communications Inc. Announces Proposed Acquisition by 7212747 Canada Inc.

MISSISSAUGA, ONTARIO--(Marketwire - July 27, 2009) - TigerTel Communications Inc. ("TigerTel") (TSX VENTURE:TTL) announced today that TigerTel and 7212747 Canada Inc. ("SwiftCo") executed a non-binding letter of intent (the "LOI") which contemplates SwiftCo and TigerTel entering into a business combination that would result in all of the shareholders of TigerTel, other than SwiftCo, receiving cash for their TigerTel shares. The LOI was approved by the Board of Directors of TigerTel on July 26, 2009.

The LOI contemplates a transaction pursuant to which all of the shareholders of TigerTel immediately prior to the closing of transaction, other than SwiftCo, will receive, in exchange for their shares of TigerTel, cash consideration of $0.25 per share. Immediately following the transaction, the shareholders of SwiftCo will own all of the issued and outstanding shares of the corporation or its successor. TigerTel and SwiftCo contemplate closing the transaction on or about October 31, 2009. Following completion of the transaction, TigerTel intends to delist from the TSX-V and become a privately held company.

SwiftCo is controlled by Douglas D. Swift, TigerTel's President and CEO, and by Donald H. Swift, the former Chairman of TigerTel's Board of Directors. The Swifts will transfer all shares of TigerTel directly or indirectly owned by them to SwiftCo prior to the closing. As at today's date, these shares represent approximately 53.43% of all of the issued and outstanding shares of TigerTel. It is anticipated that certain members of TigerTel's management may also transfer their shares of TigerTel into SwiftCo prior to the closing of the transaction. As such, the actual number of TigerTel shares that will be owned by SwiftCo immediately prior to the closing remains to be determined. In addition, the precise structure of the transaction remains to be determined.

The transaction is conditional upon, among other things, the completion of a definitive business combination agreement (which will include the final structure of transaction), regulatory approval, and the execution and delivery of satisfactory support agreements to be entered into with key shareholders. The parties anticipate completion of the definitive agreement by August 14, 2009.

A Special Meeting of Shareholders of TigerTel will be convened to consider the business combination. Shareholders will be provided with full information and documentation relating to the transaction in due course. Completion of the transaction is also conditional upon obtaining the required approvals of the shareholders of TigerTel.

The proposed transaction will be a "related party transaction" within the meaning of Multilateral Instrument 61-101 issued pursuant to the Securities Act (the "Rule"). In accordance with the Rule, following TigerTel's receipt of an expression of interest from the principals of SwiftCo, a Special Committee of independent directors was established to consider available options, including the expression of interest, and to lead the negotiations on behalf of TigerTel in respect of the negotiation of the LOI and for the purposes of negotiating a definitive business combination agreement. As required by the Rule, the Special Committee engaged Meyers Norris Penny LLP as the independent valuator to provide a formal valuation of TigerTel. The Special Committee has also requested that the independent valuator provide a fairness opinion. Particulars of the valuation and the fairness opinion will be provided to shareholders with the Special Meeting materials.

This news release is for information purposes only and is not a substitute for the definitive agreement required to complete the proposed transaction. There can be no assurance that a definitive agreement will be negotiated, that the conditions of closing will be satisfied, or that the transaction will be completed as proposed or at all.

This news release may contain forward-looking statements that involve risks and uncertainties and are based on current expectations. Consequently, actual results could differ materially from the expectations expressed in forward-looking statements.

About TigerTel

TigerTel, a Canadian call center organization, specializes in inbound and outbound call center solutions and services for clients throughout North America. With multiple call centers across Canada, TigerTel has built an infrastructure that provides personalized services to our clients while at the same time delivering world-class results at every level. TigerTel's vision is to provide interactive communication solutions for our clients and their customers by a team focused on service excellence, personal integrity and technical innovation.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content on this news release.

Contact Information

  • TigerTel Communications Inc.
    P. Livingstone