TORONTO, ONTARIO--(Marketwired - April 2, 2013) -
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Redknee Solutions Inc. (TSX:RKN) ("Redknee" or the "Company") announced today that it has entered into an agreement with a syndicate of underwriters co-led by GMP Securities L.P. and TD Securities Inc. and including Canaccord Genuity Corp. and M Partners Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a private placement basis, 14,520,000 special warrants (the "Special Warrants") of the Company at a price of C$3.10 per Special Warrant (the "Offering Price") for aggregate gross proceeds to Redknee of C$45,012,000 (the "Offering"). The Company has granted the Underwriters an option (the "Over-Allotment Option"), which may be exercised by the Underwriters at any time up to 48 hours prior to the closing of the Offering, to increase the size of the Offering by up to an additional 2,178,000 Special Warrants for additional gross proceeds of up to C$6,751,800, representing 15% of the Offering. The Company intends to use the net proceeds from the Offering, including any proceeds from the Over-Allotment Option, for working capital.
Each Special Warrant will be exercisable into one common share in the capital of Redknee (the "Common Shares") for no additional consideration. The Special Warrants will be deemed to be exercised upon the earlier of: (i) a date that is no later than the fifth business day after the date of issuance of a receipt for a final prospectus qualifying the issuance of Common Shares underlying the Special Warrants; and (ii) four months and one day following the closing of the Offering. Redknee has agreed to use commercially reasonable best efforts to file a prospectus qualifying the issuance of the Common Shares underlying the Special Warrants within 75 days of closing of the Offering in all provinces of Canada where purchasers of Special Warrants are resident.
The Offering is expected to close on April 18, 2013 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Redknee Solutions, Inc.
Redknee is a leading global provider of innovative communication software products, solutions and services. Redknee's award-winning solutions enable service providers to monetize new services, business models and content and to deliver a comprehensive customer experience. Redknee's revenue generating platform provides innovative converged billing, charging, customer care, and payments solutions for voice, messaging and data services to over 200 service providers in over 90 countries. Established in 1999, Redknee Solutions Inc. (TSX:RKN) is the parent of the wholly-owned operating subsidiary Redknee Inc. and its various subsidiaries. References to Redknee refer to the combined operations of those entities. For more information about Redknee and its solutions, please go to www.redknee.com.
Redknee®, Redknee Solutions, and the Redknee logo are trademarks or registered trademarks of Redknee Solutions Inc. All other company, product names and any registered and unregistered trademarks mentioned (if any) are used for identification purposes only and remain the exclusive property of their respective owners.
Forward Looking Statements
Certain statements in this document may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use such words as "may," "will," "expect," "continue," "believe," "plan," "intend," "would," "could," "should," "anticipate" and other similar terminology. Forward-looking statements relate to, among other things, the offering of special warrants by Redknee and the use of the net proceeds of such offering, and matters regarding the filing of a prospectus to qualify the issuance of the common shares underlying the special warrants. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this document. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, a material adverse change in the affairs of Redknee, the Underwriters being unable to complete due diligence on a basis satisfactory to them, or a development materially adversely affecting the financial markets, and the factors discussed under the "Risk Factors" section of the Company's most recently filed Annual Information Form which is available on SEDAR at www.sedar.com and on the Company's web-site at www.redknee.com.
Although the forward-looking statements contained in this document are based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with these forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.