MTI Wireless Edge Limited Proposed merger with MTIC - application to court (5726P)
May 30 2018 - 1:30AM
UK Regulatory
TIDMMWE
RNS Number : 5726P
MTI Wireless Edge Limited
30 May 2018
30 May 2018
MTI Wireless Edge Ltd
("MTI" or the "Company")
Proposed merger with MTI Computers & Software Services
(1982) Ltd
Application to Israeli court in accordance with Sections 350-351
of the Israeli Companies Law, 1999
Further to the Company's announcements on 2 May 2018 and 8 May
2018, MTI Wireless Edge Ltd (AIM: MWE), a market leader in the
manufacture of flat panel antennas for fixed wireless broadband and
a wireless irrigation solutions provider, announces that yesterday,
it and its controlling shareholder, MTI Computers & Software
Services (1982) Ltd ("MTIC"), filed an application with the Israeli
court requesting the court to order the convening of Extraordinary
General Meetings of the shareholders of each company in accordance
with Sections 350-351 of the Israeli Companies Law, 1999. The
Extraordinary General Meetings are being convened so that the MTI
and MTIC shareholders may consider and, if thought fit, approve the
proposed merger between the two companies in accordance with the
terms of the merger agreement entered into on 1 May 2018, further
details of which are set out in the Company's announcement of 2 May
2018 (the "Merger").
Additional details regarding the Merger and its implications on
MTI and MTIC and their respective shareholders will be provided in
the circular to be sent to the Company's shareholders in connection
with approval of the Merger.
The Company has today uploaded to its website the following
additional information and documents, which have been published in
Israel as part of the application to the Israeli court:
-- Valuation Report of MTI and MTIC prepared by S.C.A Economic
Advisory Ltd., dated 24 April 2018.
-- Relationship Agreement between the Company and Mokirei Aya
Ltd. (a company owned equally by Messrs Zvi Borovitz, Amelia
Borovitz-Brill, Moshe Borovitz, and Alexander Borovitz (i.e. 25%
each)), dated 1 May 2018.
-- Summary of the tax implications of the Merger.
-- Details of the holdings of the Company's shares prior to and following the Merger.
-- Summary of the shareholders' agreement relating to the
Company, entered into between Mokirei Aya Ltd., Zvi Borovitz, Moshe
Borovitz, and Jacques and Rina Beer, dated 30 April 2018.
The above information and documents can be found at
http://www.mtiwe.com/?CategoryID=377&ArticleID=199
For further information please contact:
MTI Wireless Edge Ltd http://www.mtiwe.com/
Dov Feiner, CEO +972 3 900 8900
Moni Borovitz, Financial Director
Nomad and Joint Broker
Allenby Capital Limited
Nick Naylor
Alex Brearley +44 20 3328 5656
Joint Broker
Peterhouse Corporate Finance Limited
Lucy Williams
Eran Zucker +44 20 7469 0930
About MTI Wireless Edge
MTI is engaged in the development, production and marketing of
high quality, low cost, flat panel antennas for commercial and for
military applications. Commercial applications include: WiMAX;
wireless networking; RFID readers; and broadband wireless access.
With over 40 years' experience MTI supplies 100KHz to 90GHz
antennas (including directional antennas and omni directional) for
outdoor and indoor deployments, including smart antennas for WiMAX,
Wi-Fi, public safety, RFID and base stations and terminals for the
utility market. Military applications includes a wide range of
broadband, tactical and specialized communications antennas,
antenna systems and DF arrays installed on numerous airborne,
ground and naval, including submarine, platforms worldwide.
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI
is also a leading provider of remote control solutions for water
and irrigation applications based on Motorola IRRInet state of the
art control, monitoring and communication technologies. Mottech,
headquartered in Israel, is the global prime distributor of
Motorola for the IRRInet remote control solutions serving its
customers worldwide through its subsidiaries and a global network
of local distributers and representatives. It utilizes over 25
years of experience in providing its customers with remote control
and management systems which ensure constant, reliable and accurate
water usage, while reducing operational costs and maintenance
costly expenses. Mottech activities are focused in the market
segments of agriculture, water distribution, municipal and
commercial landscape and wastewater and storm water reuse.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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