RDL Redline Communications Group Inc

TORONTO, June 16, 2022 /CNW/ -  Redline Communications Group Inc. ("Redline" or the "Company") (TSX: RDL), a leading provider of mission-critical data infrastructure for remote and harsh environments, would like to remind its shareholders (the "Shareholders") to deposit their proxies and/or voting instruction forms in connection with the upcoming annual and special meeting ("Meeting") of Shareholders to approve the proposed plan of arrangement (the "Arrangement") with Aviat Networks, Inc. ("Aviat") pursuant to which Aviat, through a wholly-owned subsidiary, will acquire all of the outstanding common shares of Redline (the "Common Shares") for CAD$0.90 per Common Share (the "Consideration").

Details of the Meeting are as follows:

When: June 21, 2022 at 11:00 am (Eastern Time)

Format and Location: The Meeting will be conducted in a physical and virtual hybrid format, in person at the head office of Redline, located at Suite 400, 302 Town Centre Boulevard, Markham, Ontario L3R 0E8, and virtually at https://meetnow.global/MGVW46L.

In order to be counted, proxies must be received by 11:00 am (Eastern Time) on June 17, 2022. Proxies can be delivered in person, or by mail or courier, or via the internet at http://www.investorvote.com or telephone as set out in the form of proxy. Non-registered Shareholder (i.e., Shareholders that hold their Common Shares with a broker, custodian, nominee or other intermediary), must complete and return the voting instruction form or other authorization provided to them by Computershare Investor Services Inc. or their intermediary, as applicable, in accordance with the instructions set out therein.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass a special resolution (the "Arrangement Resolution") approving the Arrangement. Shareholders will also be asked to consider and, if thought advisable, to pass a special resolution approving a reduction of the stated capital of the Common Shares (the "Reduction of Stated Capital Resolution"), which is required to complete the Arrangement, as well as certain typical annual meeting resolutions.

Additional information regarding the matters to be considered at the Meeting are described in the notice of annual and special meeting and management information circular, each dated May 18, 2022 (the "Information Circular") that was mailed to Shareholders of record as of May 12, 2022 and which is available under Redline's profile on SEDAR at www.sedar.com.

• The Consideration of CDN$0.90 per Common Share represents a 43% premium to the closing price of the Common Shares of CDN$0.63 on April 13, 2022, the final trading day prior to announcement of the Arrangement, and a 13% premium to the volume weighted average price of the Common Shares over the 30 trading days prior to and including April 13, 2022 of CDN$0.794.
• The Arrangement is the result of an unsolicited offer received in January 2022 following the completion of a prior formal sale process in 2020 that did not lead to any formal offers to acquire the Company. The terms of the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of a special committee of the Board of Directors of the Company (the "Special Committee") and its legal counsel, and the Special Committee unanimously recommended that the Board of Directors approve the Arrangement.
• The Consideration is all cash, which provides certainty of value.

The Board of Directors unanimously recommends that Shareholders vote FOR the Arrangement
Resolution and the Reduction of Stated Capital Resolution

The Board of Directors has considered at length the Arrangement and the Reduction of Stated Capital. The Board of Directors unanimously determined, after careful consideration, including a thorough review of the Arrangement Agreement contemplating the Arrangement, the advice of Evans & Evans as its financial advisor, receipt by the Special Committee of the fairness opinion of Evans & Evans as to the fairness of the Consideration, from a financial point of view, to the Shareholders, as well as a thorough review of other matters, and on the unanimous recommendation of the Special Committee, that the Arrangement and the Consideration are fair to Shareholders and the Arrangement and the Reduction of Stated Capital are in the best interests of the Company.

If Shareholders have questions or require assistance with voting their Common Shares, please contact:

Computershare Investor Services Inc.
100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1
Toll Free: 1-800-564-6253

If Shareholders have questions regarding the Arrangement or the other matters to be considered at the Meeting, please contact:

Richard Yoon
Chief Executive Officer
 +1-905-479-8344,
 ryoon@rdlcom.com

Redline Communications (TSX: RDL) designs and manufactures powerful wide-area wireless networks for mission-critical applications in challenging locations. Redline networks are used by Oil & Gas companies onshore and offshore, Mining companies on surface and underground operations, by municipalities to remotely monitor infrastructure, and by specialized telecom service providers to deliver premium services. Hundreds of businesses worldwide rely on Redline to engineer, plan and deliver ruggedized, secure and reliable networks for their IoT, voice, data, and video communications needs. For more information visit www.rdlcom.com.

Certain statements in this release may constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. Such statements include with respect to Redline, its beliefs and expectations regarding the ability to close the Arrangement, the ability to obtain the approval of Shareholders, and the satisfaction of other conditions to the closing of the Arrangement on proposed terms and in the time assumed. In some cases, forward-looking statements can be identified by terms such as "could", "expect", "may", "will", "anticipate", "believe", "intend", "estimate", "plan", "potential", "project" or other expressions concerning matters that are not historical facts. Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such forward-looking statements are not promises or guarantees of future performance and involve both known and unknown risks and uncertainties that may cause the actual results, performance, achievements or developments of Redline to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements, by their nature, are based on certain assumptions regarding expected growth, management's current plans, estimates, projections, beliefs, opinions and business prospects and opportunities (collectively, the "Assumptions"). While the Company considers these Assumptions to be reasonable, based on the information currently available, they may prove to be incorrect.

Many risks, uncertainties and other factors could cause the actual results of Redline to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include but are not limited to the following: the ability to close the Arrangement; the ability of Redline to obtain the approval of Shareholders and the satisfaction of other conditions to the closing of the Arrangement on proposed terms and in the time assumed; significant competition, competitive pricing practices, cautious capital spending by customers, industry consolidations, rapidly changing technologies, evolving industry standards, frequent new product introductions, short product life cycles and other trends and industry characteristics affecting the telecommunications industry; any material, adverse effects on Redline's performance if its expectations regarding market demand for particular products prove to be wrong; any negative developments associated with Redline's suppliers and contract manufacturing agreements including the Company's reliance on certain suppliers for key components; potential penalties, damages or cancelled customer contracts from failure to meet delivery and installation deadlines and any defects or errors in Redline's current or planned products; fluctuations in foreign currency exchange rates; potential higher operational and financial risks associated with Redline's efforts to expand internationally; a failure to protect Redline's intellectual property rights, or any adverse judgments or settlements arising out of disputes regarding intellectual property; changes in regulation of the wireless industry or other aspects of the industry; any failure to successfully operate or integrate strategic acquisitions, or failure to consummate or succeed with strategic alliances; and Redline's potential inability to attract or retain the personnel necessary to achieve its business objectives or to maintain an effective risk management strategy (collectively, the "Risks").

For additional information on these Risks, see Redline's most recently filed Annual Information Form and Annual MD&A, which are available on SEDAR at www.sedar.com and on the Company's website at www.rdlcom.com. Redline assumes no obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by law. All forward looking statements contained in this release are expressly qualified in their entirety by this cautionary statement.

SOURCE Redline Communications Group Inc.