Axia NetMedia Corp (TSX: AXX) has received shareholder approval for the company’s acquisition by Digital Connection (Canada) Corp, an affiliate of Swiss private equity firm Partners Group. The deal, announced in March, will see Partners Group take Axia private for $4.25 per share, reflecting a total equity value of $272 million. Based in Calgary, Axia owns, operates and sells services over fibre optic communications infrastructure.
Axia NetMedia Announces Shareholder Approval of Going Private Transaction
CALGARY, May 6, 2016 /CNW/ – Axia NetMedia Corporation (“Axia”) (TSX: AXX) is pleased to announce that it has received shareholder approval for the previously announced plan of arrangement (the “Arrangement”) pursuant to which Digital Connection (Canada) Corp. (the “Purchaser”), an entity which is owned by investment vehicles managed and/or advised by Partners Group AG or its affiliates (“Partners Group”), will acquire all of the issued and outstanding common shares (“Shares”) of Axia. Pursuant to the Arrangement, Axia shareholders will receive $4.25 cash for each Share held.
The Arrangement was approved by: (i) shareholders of Axia holding 99% of the Shares voted; and (ii) shareholders of Axia holding 99% of the Shares voted, after excluding the votes cast by shareholders whose votes were required to be excluded in determining minority approval of a business combination under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Axia is also pleased to announce that the Arrangement will not be subject to a national security review under the Investment Canada Act.
Completion of the Arrangement is subject to various closing conditions, including the receipt of court approval in Canada and regulatory approvals in the U.S. An application for court approval of the Arrangement is scheduled to be made to the Court of Queen’s Bench of Alberta on May 9, 2016. Axia and the Purchaser are diligently working together toward the satisfaction of the remaining closing conditions as quickly as possible.
Further details regarding the Arrangement can be found in the Company’s management information circular dated April 7, 2016, which is filed on Axia’s SEDAR profile at www.sedar.com and is available on Axia’s website at www.axiafibrenet.com.
Axia owns, operates and sells services over fibre optic communications infrastructure. Axia trades on the Toronto Stock Exchange under the symbol “AXX”.
About Partners Group
Partners Group is a global private markets investment management firm with over EUR 46 billion (USD 50 billion) in investment programs under management in private equity, private real estate, private infrastructure and private debt. The firm manages a broad range of customized portfolios for an international clientele of institutional investors. Partners Group is headquartered in Zug, Switzerland, and has offices in San Francisco, Houston, New York, São Paulo, London, Guernsey, Paris, Luxembourg, Milan, Munich, Dubai, Mumbai, Singapore, Shanghai, Seoul, Tokyo and Sydney. The firm employs over 800 people and is listed on the SIX Swiss Exchange (symbol: PGHN) with a major ownership by its partners and employees.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws and which are based on the expectations, estimates and projections of management of Axia as of the date of this news release unless otherwise stated. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning the anticipated closing of the Arrangement. In respect of the forward-looking statements and information, the parties have provided such information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, stock exchange and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; and other expectations and assumptions concerning the Arrangement. The anticipated timing for closing of the Arrangement provided may change for a number of reasons, including the inability to secure necessary regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the transaction include the failure of Axia to obtain necessary regulatory, court and other third party approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and Axia continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Axia to the completion of the transaction could have an impact on Axia’s current business relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and could have a material adverse effect on the current and future operations, financial condition and prospects of Axia. Furthermore, the failure of Axia to comply with the terms of the arrangement agreement may result in Axia being required to pay a fee to Partners Group, the result of which could have a material adverse effect on Axia’s financial position and results of operations and its ability to fund growth prospects and current operations. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Axia are included in reports on file with applicable securities regulatory authorities. The forward-looking statements and information contained in this press release are made as of the date hereof and the parties undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Arrangement and the terms and conditions thereof.
For further information: Media Contact: Please visit Axia’s website at www.axiafibrenet.com, or contact: Art Price, Chief Executive Officer, Axia NetMedia Corporation, (403) 538-4001, firstname.lastname@example.org. Please visit Partners Group’s website at www.partnersgroup.com, or contact: Jenny Blinch, Public Relations, Partners Group, +41 41 784 6526, Email: email@example.com
Photo courtesy of Axia NetMedia Corp