VANCOUVER, March 28, 2017 /CNW/ - TIO NETWORKS
CORP. (TSX-V: TNC, the "Company" or "TIO")
is pleased to announce that Institutional Shareholder Services Inc.
("ISS") and Glass Lewis & Co. ("Glass Lewis"),
the leading independent proxy advisory firms that provide voting
recommendations to institutional investors, have each recommended
that TIO shareholders approve the proposed plan of arrangement with
PayPal, Inc. ("PayPal"), and Tahoe Acquisition ULC, a
wholly-owned subsidiary of PayPal, whereby PayPal will indirectly
acquire all of the issued and outstanding shares of TIO for
$3.35 CAD in cash per TIO share (the
"Arrangement").
ISS and Glass Lewis have both indicated the Arrangement is in
the best interests of TIO shareholders and recommended that
shareholders of TIO vote FOR the proposed Arrangement.
Specifically, in its March 24, 2017
report, ISS concluded "in light of the cash premium which provides
certainty of value, immediate liquidity, and the favourable market
reaction, shareholder approval of this resolution is
warranted". In its March 27,
2017 recommendation, Glass Lewis recommended that
shareholders vote FOR the Arrangement for a number of
reasons, including the financial aspects of the transaction and the
fact that the Board of Directors of TIO supported the
Arrangement.
Special Meeting
The special meeting of the shareholders and optionholders of TIO
(the "Securityholders") is scheduled to be held at
10:00 a.m. (Vancouver time) on Monday, April 10, 2017 at Fasken Martineau
DuMoulin LLP, Suite 2900, 550 Burrard Street, Vancouver, BC, Canada.
The Securityholders are encouraged to review the management
information circular of TIO dated March 7,
2017 (the "Circular"), which provides a detailed
discussion of the Arrangement. A copy of the Circular and
related documents have been mailed to the Securityholders.
Copies of the Circular and related documents can be obtained via
SEDAR (www.sedar.com), or by contacting Laurel Hill Advisory Group
toll-free at 1-877-452-7184 or at 416-304-0211 or by email at
assistance@laurelhill.com.
The Board of Directors of TIO have Unanimously Recommended
that the Securityholders vote FOR the Arrangement prior to the
proxy voting deadline of Thursday, April 6,
2017 at 10:00 a.m.
(Vancouver time).
How to Vote
Voting
Method
|
Registered
Shareholders and Optionholders
If your shares are
held in your name and represented by a physical certificate or you
are an option holder.
|
Beneficial
Shareholders
If your shares are
held with a broker, bank or other intermediary.
|
Internet
|
|
www.investorvote.com
You will need your
15-digit control number located on your form of proxy.
|
www.proxyvote.com
You will need your
12-digit control number located on your voting instruction
form.
You may also obtain
your control number from your broker.
|
Telephone
|
|
1-866-732-8683
You will need your
15-digit control number located on your form of proxy.
|
Call the toll-free
telephone number listed on your voting instruction form and vote
using the 12 digit control number provided therein.
You may also obtain
your control number from your broker.
|
Facsimile
|
|
1-866-249-7775
416-263-9524 (outside
North America)
|
Complete, date and
sign the voting instruction form and fax it to the number listed
therein.
|
Mail
|
|
Complete, date and
sign the proxy and
return to,
Computershare Trust
Company of Canada, Proxy Department, 100 University Avenue,
8th Floor, Toronto, Ontario, M5J 2Y1
|
Complete, date and
sign the voting instruction form and return it in the enclosed
postage paid envelope.
|
Due to the essence of time, the Securityholders are encouraged
to vote online, by fax or by telephone as set out above, in
the Circular and voting materials.
Securityholder Questions
If you have any questions about the information contained in the
Circular or require assistance with voting your shares, please
contact TIO's Proxy Solicitor, Laurel Hill Advisory Group,
toll-free at 1-877-452-7184 or at 416-304-0211 or by email at
assistance@laurelhill.com.
About TIO
TIO is a cloud-based multi-channel bill payment processing and
receivables management provider, serving the largest telecom,
wireless, cable, and utility bill issuers in North America. TIO integrates with the back
office of billing systems to accept, validate, and collect payments
via self-service kiosk, retail walk-in, mobile, and web solutions.
With approximately 60 million transactions processed in fiscal 2016
and a processing network that serves more than 10,000 billers, TIO
symbolizes fast, convenient, and secure access to expedited bill
payment services.
Visit www.tionetworks.com or join the conversation on
Twitter and Facebook.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking Statements
This press release contains "forward-looking" statements within
the meaning of applicable securities laws. Forward-looking
statements and information relate to future events including the
timing of the closing of the Arrangement. Forward-looking
statements may be identified by words such as "seek", "believe",
"plan", "estimate", "anticipate", expect", "intend", and statements
that an event or result "may", "will", "should", "could", or
"might" occur or be achieved and any other similar expressions.
Assumptions upon which such forward-looking statements are based
include, among others, that the conditions to closing of the
Arrangement will be satisfied, that the transactions contemplated
by the agreement to consummate the Arrangement will be completed on
the terms set out in such agreement, that all required regulatory,
securityholder and court approvals will be obtained on a timely
basis, and that the business prospects and opportunities of each of
PayPal and TIO will proceed as anticipated. Many of these
assumptions are based on factors and events that are not within the
control of PayPal or TIO, and there is no assurance they will prove
to be correct or accurate. Factors that could cause or contribute
to such differences include, but are not limited to, the timing and
possible outcome of securityholder, regulatory and court approvals
in connection with the Arrangement, the possibility that the
Arrangement may not close, the reaction of TIO's customers and
business partners to the Arrangement, the reaction of competitors
to the Arrangement, the retention of TIO employees, PayPal's plans
for TIO, economic and political conditions in the global markets in
which PayPal and TIO operate, the future growth of PayPal's and
TIO's businesses and the possibility that integration following the
Arrangement may be more difficult than expected
Forward-looking statements are not a guarantee of future
performance and actual results and future events could differ
materially from those discussed in any such forward-looking
statements. All of the forward-looking statements contained in this
press release are qualified by these cautionary statements.
Readers cannot be assured that actual results will be consistent
with such statements. The Arrangement may not be completed on the
terms described above, or at all. Accordingly, readers are
cautioned against placing undue reliance on any of the
forward-looking statements contained herein. TIO expressly
disclaims any intention or obligation to update or revise any
forward-looking statements in this press release, whether as a
result of new information, events or otherwise, except as required
by applicable securities laws.
SOURCE TIO Networks Corp.