TORONTO,
Dec. 18, 2012 /CNW/ - Look
Communications Inc. ("Look") (NEX: LOK.H), (NEX: LOK.K) announced
today it has entered into a support agreement with Messrs.
Robert Ulicki and Jeffrey Gavarkovs (collectively, the "Offerors")
pursuant to which the Offerors have agreed to directly or
indirectly make an offer to acquire up to 45,000,000 multiple
voting shares (or such lesser number of shares as would ensure that
the Offerors do not, following completion of the offer, hold
greater than a 49.9% voting interest in Look) for $0.11 per share in cash (the "Offer").
The Offer will be made solely for Look's
multiple voting shares. However, holders of subordinate
voting shares will be able to convert their subordinate voting
shares into multiple voting shares solely for the purpose of
tendering such multiple voting shares to the Offer, in accordance
with and subject to the terms and conditions of the subordinate
voting shares. In the event that such multiple voting shares
are withdrawn from the Offer or are not acquired pursuant to the
Offer for any other reason, such multiple voting shares will
automatically convert back into subordinate voting shares in
accordance with their terms. The full terms of the
subordinate voting shares are set forth in Look's articles, which
are publicly available under Look's profile at www.sedar.com.
The board of directors of Look is not making any
recommendation to shareholders with respect to the Offer.
However, the board of directors, based on the recommendation of a
special committee of independent directors of Look, has determined
that the support agreement is in the best interests of Look and
that the board will not make a negative recommendation to
shareholders in relation to the Offer. The reasons for the
board's determinations will be set forth in a directors' circular
that will be mailed to Look's shareholders (including holders of
subordinate voting shares) in due course, a copy of which will be
publicly available under Look's profile at www.sedar.com.
The support agreement allows Look to respond to
proposals for alternative transactions (including proposals made in
the context of the previously announced process by which Unique
Broadband Systems Inc. ("UBS") will seek offers for the purchase of
the 24,846,578 multiple voting shares and 29,921,208 subordinate
voting shares of Look that it indirectly holds) in certain
circumstances, and to support alternative transactions that the
directors determine are more favourable than the Offer, from a
financial point of view, to Look's shareholders (subject to certain
conditions, including a right of the Offerors to match any superior
proposal and payment of a $225,000
termination fee). The termination fee is not payable in
connection with a sale by UBS of its shares of Look as part of the
UBS sale process, unless Look adversely changes its recommendation
in respect of the Offer or otherwise approves the UBS sale.
In the event that at least 25 million multiple voting shares are
taken up and paid for under the Offer, Look has agreed to use its
commercially reasonable efforts to replace two of its existing
directors with nominees of the Offerors and to cause Mr. Ulicki to
be appointed as the Chief Executive Officer of Look, in each case
subject to the fiduciary duties of Look's board. A complete
copy of the support agreement will be publicly available under
Look's profile at www.sedar.com.
The commencement of the Offer is subject to
certain conditions set forth in the support agreement. The
completion of the Offer is also subject to certain conditions,
including a minimum tender condition and the absence of a material
adverse change in respect of Look. There can be no assurance
that the conditions of the Offer will be satisfied prior to the
expiry time of the Offer, or that the Offer will be completed as
proposed or at all. The full terms and conditions of the
offer will be set forth in an offer and circular to be mailed to
shareholders (including holders of subordinate voting shares) on or
before January 14, 2013, a copy of
which will be publicly available under Look's profile at
www.sedar.com.
About Look Communications Inc.
Look's shares are listed on the NEX under the
symbols "LOK.H" for Multiple Voting Shares and "LOK.K" for
Subordinate Voting Shares. Look's website may be found at
www.look.ca.
The information contained in this release
includes forward-looking statements regarding future events and the
future performance of Look that involve risks and uncertainties
that could cause actual results to differ materially. Assumptions
used in the preparation of such information, although considered
reasonable by Look at the time of preparation, may prove to be
incorrect. The actual results achieved may vary from the
information provided herein and the variations may be material.
Consequently, there is no representation by Look that actual
results achieved will be the same in whole or in part as those
forecast.
Neither the NEX nor its Regulation Services
Provider (as that term is defined in the policies of the NEX)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Look Communications Inc.