TORONTO, June 21,
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, is pleased to announce the outcome of the shareholder
vote at the annual and special meeting of shareholders
("Shareholders"), which was held earlier today ("Meeting"). At the
Meeting, the Shareholders voted overwhelmingly in favor of the
previously announced proposed plan of arrangement (the
"Arrangement") with Aviat Networks, Inc. ("Aviat") pursuant to
which Aviat, through a wholly-owned subsidiary, would acquire all
of the outstanding common shares of Redline (the "Common Shares")
for CAD$0.90 per Common Share.
At the Meeting, Shareholders holding approximately 97.53% of the
Common Shares, and 95.54% of the Common Shares excluding votes
attached to Common Shares required to be excluded pursuant to
Multilateral Instrument 61-101 – Protection of Security Holders
in Special Transactions, voted in favor of the special
resolution approving the Arrangement. In addition, at the Meeting
Shareholders holding approximately 99.57% of the Common Shares
voted in favor of a special resolution approving the reduction of
stated capital of the Common Shares of the Company that is required
in order to complete the Arrangement.
Completion of the Arrangement remains subject to various
customary conditions, including the approval of the Ontario
Superior Court of Justice (Commercial List) (the "Court").
The Company intends to seek a final order from the Court to approve
the Arrangement at a hearing expected to be held on June 28, 2022.
Further information about the Arrangement is set out in
Redline's management information circular dated May 18, 2022 which has been filed under Redline's
profile on SEDAR at www.sedar.com.
In addition, at the Meeting, all five nominees for the board of
directors of the Company were elected, the voting results of which
are as follows:
Director
|
Number and percentage
of Common Shares represented in person or by proxy and entitled to
vote at the Meeting that were voted FOR
|
Number and percentage
of Common Shares represented in person or by proxy and entitled to
vote at the Meeting that were WITHHELD from voting
|
Josef
Vejvoda
|
10,157,063
(93.21 %)
|
739,600
(6.79 %)
|
D. Neil
McDonnell
|
10,300,563
(93.46 %)
|
721,100
(6.54 %)
|
Ronan
McGrath
|
10,848,863
(99.56 %)
|
47,800
(0.44 %)
|
Dr. Amiee
Chan
|
10,323,263
(93.66 %)
|
698,400
(6.34 %)
|
Richard Yoon
|
10,307,763
(93.52 %)
|
713,900
(6.48 %)
|
Shareholders also approved the reappointment of KPMG LLP as
auditor of the Company for the ensuing year and the authorization
of directors to fix their renumeration. Details of the voting
results will be filed under Redline's profile on SEDAR and may be
accessed at www.sedar.com.
If Shareholders have questions regarding the Arrangement or the
other matters considered at the Meeting, please contact:
Richard Yoon
Chief Executive Officer
+1-905-479-8344,
ryoon@rdlcom.com
About Redline Communications
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.
Forward-Looking Statements
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 Court approval, 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 court approval 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.