2064818 Ontario Inc.

February 01, 2012 17:47 ET

Unique Broadband Systems' Largest Shareholder Announces Offer to Purchase Shares

TORONTO, ONTARIO--(Marketwire - Feb. 1, 2012) - 2064818 Ontario Inc. (the "Offeror"), a company owned by a trust of the family of Mr. Alex Dolgonos, the founder and original chief executive officer of Unique Broadband Systems, Inc. ("UBS" or the "Company") (TSX VENTURE:UBS) announced today that it has launched its offer to acquire 10,000,000 shares of UBS, at a price of $0.08 per share.

Earlier today, the Offeror filed its formal offer with Canadian securities regulators and commenced the mailing of its offer and take-over bid circular and related documents to the Company's shareholders.

The offer will be open for acceptance until 8:00 pm (Toronto time) on March 9, 2012. The offer is subject to certain conditions, including, without limitation, there being no adverse material change to UBS. Full details of the terms and conditions of the offer are set out in the formal offer and take-over bid circular.

The offer represents a premium of 60% to the closing price of UBS's shares on the TSX-V on January 18, 2012, the last trading day prior to the announcement of the Offeror's intention to make the offer.

"As the founder of UBS, I am committed to the Company, but UBS is on the wrong course. The Company needs new leadership," said Mr. Dolgonos, President of the Offeror. "In that regard, the Offeror intends to requisition a special meeting of the shareholders of UBS to replace the current board of directors. I am committed to working with a new board so that UBS can look to the future with renewed optimism."

UBS shareholders wishing to accept the offer are encouraged to tender their shares by completing the Letter of Acceptance and Transmittal accompanying the documents mailed to them and returning it together with certificates representing their UBS shares and all other documents to the Depositary in accordance with the instructions in the Letter of Acceptance and Transmittal. If UBS shares are held by a broker or other financial intermediary, UBS shareholders should contact such intermediary and instruct it to tender their UBS shares.

Investors with questions about the offer should contact 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.

The offer is being made for the securities of a Canadian issuer and the offer is subject to Canadian disclosure requirements. Shareholders should be aware that such disclosure requirements are different from those of the United States.

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 Oferror 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