TigerTel Communications Inc.

TigerTel Communications Inc.

September 09, 2009 06:01 ET

TigerTel Executes Formal Business Combination Agreement for Amalgamation with 7212747 Canada Inc.

MISSISSAUGA, ONTARIO--(Marketwire - Sept. 9, 2009) - TigerTel Communications Inc. ("TigerTel") (TSX VENTURE:TTL) is pleased to announce the signing of the formal business combination agreement (the "Business Combination Agreement") dated September 8, 2009 with 7212747 Canada Inc. ("Swiftco"). The Business Combination Agreement was approved by the TigerTel Board of Directors on September 8, 2009, following the recommendation of the Special Committee of independent directors that was struck to, among other things, consider the transactions contemplated by the agreement. A complete copy of the Business Combination Agreement can be found on SEDAR at www.sedar.com. The Business Combination Agreement replaces a letter of intent that was previously announced by the Company on July 27, 2009.

Pursuant to the Business Combination Agreement, TigerTel and Swiftco will amalgamate to form a new corporation ("Amalco"). Upon the amalgamation, the Shareholders of TigerTel, other than Swiftco (the "Minority Shareholders"), will receive one redeemable preferred share in the capital of Amalco, which redeemable preferred share will immediately be redeemed for $0.25 in cash. The shareholders of Swiftco will receive, in exchange for their shares in Swiftco, an equal number of shares of Amalco having similar rights, privileges and restrictions as the shares of Swiftco. Following the completion of the amalgamation, TigerTel intends to delist from the TSXV and become a privately held company.

As at the date hereof, the shareholders of Swiftco include Douglas D. Swift, the President and CEO of TigerTel; Donald H. Swift, the former Chairman of the TigerTel Board and Mr. D. Swift's father, as well as several members of TigerTel's senior management team who beneficially own or control common shares of TigerTel (collectively, the "Swiftco Shareholders"). Collectively, the Swiftco Shareholders currently beneficially own or control approximately 19,209,339 TigerTel common shares.

The closing of the amalgamation is conditional upon, among other things, the approval of the amalgamation by the shareholders of TigerTel at a special meeting of shareholders called for such purpose. Full details of the transaction will be included in TigerTel's management information circular which is expected to be mailed to shareholders on or about September 17, 2009 for a meeting to be held on October 20, 2009. This meeting will also constitute TigerTel's annual meeting of shareholders for the fiscal year ended April 30, 2009.

In connection with the proposed business combination, Meyers Norris Penny LLP, which was engaged by the Special Committee as an independent valuator, has provided a valuation of TigerTel, in accordance with Multilateral Instrument 61-101, as well as a fairness opinion regarding the proposed transaction. Specifically, Meyers Norris Penny LLP has opined that the cash consideration offered is fair, from a financial point of view, to the Minority Shareholders of TigerTel. Particulars of the valuation and the fairness opinion will be provided to shareholders with the meeting materials.

Based on the conclusions of Meyers Norris Penny LLP, among other matters considered, the Special Committee unanimously determined that the proposed transaction is in the best interests of TigerTel and is fair, from a financial point of view, to the minority shareholders of TigerTel. In light of the Special Committee's conclusions, the TigerTel board of directors unanimously (with Douglas D. Swift declaring his interest and abstaining from the vote) determined to recommend that TigerTel shareholders vote all of their TigerTel Common Shares in favour of the TigerTel Special Resolution.

This news release is for information purposes only and is not a substitute for the definitive agreement which will effect the proposed transaction. There can be no assurance 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