Unique Broadband Systems, Inc.

Unique Broadband Systems, Inc.

February 08, 2012 20:07 ET

Unique Broadband Systems' Directors Seek to Prevent Shareholders from Receiving 60% Premium for Their Shares

TORONTO, ONTARIO--(Marketwire - Feb. 8, 2012) - Unique Broadband Systems' (TSX VENTURE:UBS) ("UBS" or the "Company") announced last night that it is seeking a court order to stay the takeover offer (the "Offer") by 2064818 Ontario Inc. (the "Offeror") for 10,000,000 common shares of the Company. The Company is also seeking an order staying the holding of a meeting of UBS shareholders, at which the stated intention of the Offeror is to propose a new slate of directors to replace the current board.

As a result, should the orders be granted, shareholders of UBS will be denied the opportunity to receive $0.08 per share for 10,000,000 shares tendered under the Offer. This price represents a 60% premium to the price of the shares at the close of trading on January 18, 2012, the last trading day prior to the announcement of the Offeror's intention to make the Offer. They will also be denied the opportunity to consider the suitability of a new slate of board members.

The Company's purported reason for seeking the orders is the board's stated preliminary view that the Offer is opportunistic and was likely being pursued to seek control, directly or indirectly, over various claims being asserted against UBS and to influence the proceedings under the Companies' Creditors Arrangement Act concerning UBS in favour of the Offeror. However, the UBS board has failed to disclose any basis upon which to make these unsubstantiated comments, and seems to be making the serious insinuation that a new board of directors, elected by a vote of all UBS shareholders, would act in knowing contravention of its fiduciary responsibilities to the Company.

At this time the Offer remains in effect. Shareholders wishing to accept the Offer must deposit their Shares before 8:00 p.m. (Toronto time) on March 9, 2012. Any questions about the Offer should be directed to Phoenix Advisory Partners, the Information Agent for the Offer, Toll Free at 1-800-622-1603 or by email at: inquires@phoenixadvisorypartners.com.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Unique Broadband Systems, Inc. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.

Forward-looking Information

Certain statements in the press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the expectations of the Offeror include, among other things, the failure to meet certain conditions of the offer, changes in law, and the ability of the Offeror to attract a qualified slate of proposed directors of UBS. Such forward-looking statements should therefore be construed in light of such factors, and the Offeror is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

  • Philip Koven
    (416) 579-6255