Investors in Concord, Ont.-based enterprise communications provider Aastra Technologies Ltd (TSX: AAH) have approved the company’s merger with Mitel Networks Corp (TSX: MNW) (Nasdaq: MITL). The previously-announced $400 million transaction received more than 99% of the votes cast in a special meeting of shareholders. Mitel, a cloud and communications software solutions business based in Ottawa, is majority-owned by U.S. private equity firm Francisco Partners and Dr. Terence Matthews. Osler, Hoskin & Harcourt LLP is acting for Mitel in the deal.
Shareholders of Aastra Approve Merger with Mitel
TORONTO, Jan. 9, 2014 /CNW/ – Aastra Technologies Limited (TSX: AAH) (“Aastra”) is pleased to announce today that its shareholders have approved the Arrangement Resolution set out in Appendix B of Aastra’s Management Proxy Circular dated December 11, 2013 relating to the plan of arrangement pursuant to which Mitel Networks Corporation (TSX: MNW) (NASDAQ: MITL) (“Mitel”) will acquire all of the issued and outstanding shares of Aastra (the “Arrangement”).
At the Special Meeting of Shareholders, 9,933,355 common shares of Aastra were represented in person or by proxy (representing approximately 84% of the outstanding common shares of Aastra) and greater than 99% of the votes cast were in favour of approving the Arrangement Resolution.
Under the Arrangement, shareholders of Aastra will receive, for each share of Aastra that they hold: (i) U.S. $6.52 in cash; and, (ii) 3.6 common shares in the capital of Mitel.
Aastra’s application to the Ontario Superior Court of Justice (Commercial List) to obtain the final court order approving the Arrangement is scheduled for January 13, 2014. Assuming court approval is obtained and that all other conditions specified in the Arrangement Agreement dated November 10, 2013 are satisfied or waived, the Arrangement is expected to become effective in the first quarter of 2014.
Forward Looking Statements
Some of the statements in this press release are forward-looking statements (or forward-looking information) within the meaning of applicable Canadian securities laws. These include statements using the words target, outlook, may, will, should, could, estimate, continue, expect, intend, plan, predict, potential, project and anticipate, and similar statements which do not describe the present or provide information about the past. Such statements may include, without limitation, statements regarding the completion of the Arrangement and other statements that are not historical facts. There is no guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of Aastra and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, corporate approvals, regulatory approvals, operational factors and other factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to Aastra, or persons acting on their behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. Except as required by law, we do not have any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. You are advised to consult Aastra’s Management Proxy Circular dated December 11, 2013, the Arrangement Agreement dated November 10, 2013 made between Aastra and Mitel for risks, uncertainties and additional information relating to the Arrangement, as well as any further public disclosures made by Aastra on related subjects in reports and communications filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
About Aastra Technologies Limited
Aastra Technologies Limited (TSX:AAH) is a global company at the forefront of the Enterprise Communication market. Headquartered in Concord, Ontario, Canada, Aastra develops and delivers innovative and integrated solutions that address the communication needs of businesses small and large around the world. Aastra enables Enterprises to communicate and collaborate more efficiently and effectively by offering customers a full range of open standard IP-based and traditional communications solutions, including terminals, systems, and applications. For additional information on Aastra visit www.aastra.com.
SOURCE Aastra Technologies Limited
Photo courtesy of Mitel Networks Corp