Zedi Inc.

TSX VENTURE : ZED


Zedi Inc.

January 23, 2014 11:00 ET

Zedi Inc. Files Shareholder Meeting Materials

CALGARY, ALBERTA--(Marketwired - Jan. 23, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Zedi Inc. ("Zedi" or the "Company") (TSX VENTURE:ZED) announces that it has filed its Management Information Circular (the "Circular") and related proxy materials on SEDAR and mailed these materials to Zedi's shareholders in preparation for the special meeting of shareholders to be held in connection with its previously announced going private transaction (the "Arrangement").

On December 19, 2013, Zedi announced that it had entered into a definitive arrangement agreement (as amended as of January 13, 2014, the "Arrangement Agreement") pursuant to which a management-led group will acquire all of the issued and outstanding common shares of Zedi at a price of $1.05 per Zedi share.

The Arrangement will be considered by Zedi shareholders at a special meeting of Zedi Shareholders to be held at the offices of Bennett Jones LLP, 4500 Bankers Hall East, 855 - 2nd Street S.W., Calgary, Alberta on February 18, 2014 at 10:00 a.m. (Calgary time).

Shareholders of record on January 16, 2014 will receive notice of and be entitled to vote at the special meeting. The Circular provides information about, among other things, the Arrangement, the vote required to approve the Arrangement, the procedure for receiving payment for Zedi shares and other related matters. .

Shareholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to shareholders.

On January 16, 2014, Zedi obtained an interim order of the Court of Queen's Bench of Alberta authorizing the calling and holding of the special meeting. Assuming that the Arrangement is approved by Zedi Shareholders by the requisite shareholder votes, Zedi is currently scheduled to seek a final order approving the Arrangement on February 18, 2014 at 1:15 p.m. (Calgary time).

The closing of the Arrangement is subject to the satisfaction of a number of conditions precedent customary for transactions of this nature. If these conditions are satisfied, it is expected that the closing will occur on or about February 20, 2014.

Your vote is important regardless of the number of shares you own. A copy of the Circular is available on Zedi's website at www.zedi.ca. It is also available under the Company's profile on SEDAR at www.sedar.com.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
The board of directors of Zedi recommends that Shareholders vote
IN FAVOUR of the Arrangement.

How to Vote

Due to the essence of time, shareholders are encouraged to vote using the internet, telephone or by fax.

Registered Shareholders may vote:

Shareholders who hold Zedi shares through a bank or other intermediary are also entitled to vote their Zedi shares by calling 1-800-474-7493 and providing their 12 digit control number located on the voting instruction form in their package.

Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, Zedi's proxy solicitation agent, toll-free at 1-877-452-7184, locally at 416-304-0211 or by email at assistance@laurelhill.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Canadian securities laws. These forward-looking statements contain statements of intent, belief or current expectations of Zedi. Forward-looking information is often, but not always identified by the use of words such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "may", "will", "should", "could", "estimate", "predict" or similar words suggesting future outcomes or language suggesting an outlook.

The forward-looking statements included in this press release, including statements regarding the Arrangement, the receipt of necessary shareholder and court approvals, the holding the special meeting of shareholders of Zedi, the conditions to the completion of the Arrangement and the timing of closing of the Arrangement, are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements and information concerning the completion of the Arrangement and the anticipated timing for completion of the Arrangement, Zedi has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.

Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Arrangement may not be completed on a timely basis, if at all; the conditions to the consummation of the Arrangement may not be satisfied; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Arrangement, Zedi's business may experience significant disruptions, including the loss of customers or employees, due to transaction-related uncertainty or other factors; the possibility that legal proceedings may be instituted against Zedi and/or others relating to the Arrangement and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Arrangement Agreement; risks regarding the failure of the acquiror to obtain the necessary financing to complete the Arrangement; risks related to the diversion of management's attention from Zedi's ongoing business operations; risks relating to the failure to obtain necessary shareholder and court approvals; risks related to obtaining the requisite consents to the Arrangement; other risks inherent in the oilfield services industry; and risks, including litigation, associated with Zedi's intellectual property and with the performance of Zedi's technology. Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and Zedi continues as an independent entity, the announcement of the Arrangement and the dedication of substantial resources of Zedi to the completion of the Arrangement could have a material adverse impact on Zedi's share price, its current business relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and on the current and future operations, financial condition and prospects of Zedi. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

The forward-looking statements in this press release are made as of the date it was issued and Zedi does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that outcomes implied by forward-looking statements will not be achieved. Zedi cautions readers not to place undue reliance on these statements.

ABOUT ZEDI

Zedi Inc. (TSX VENTURE:ZED) helps the world's oil and gas producers be more productive, more profitable, and more sustainable through technology backed by expert consultation and services. Our 60 years of continuous operations in North America and recognition as one of the industry's best workplaces, sets us apart in the production operations landscape. With our unique combination of award-winning automation, data management, and field and professional services, we offer solutions to our customers' challenges and help them realize their production potential.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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