Welcome!

News Feed Item

DDS Wireless Announces Proposed Going-Private Transaction

RICHMOND, BRITISH COLUMBIA -- (Marketwired) -- 05/01/14 -- DDS Wireless International Inc. (TSX: DD), a world leader in providing wireless data solutions for fleet management for more than 26 years ("DDS Wireless" or the "Company") is pleased to announce that it has entered into a formal arrangement agreement (the "Arrangement Agreement") with Ghai Investments Ltd. ("GIL"), a private company controlled by Vari Ghai, the Chief Executive Officer and a director of the Company, and 0998556 B.C. Ltd. (collectively with GIL, the "Purchaser"), a wholly-owned subsidiary of GIL, to purchase all of the outstanding securities of the Company. The obligations of 0998556 B.C. Ltd. are guaranteed by GIL.

Under the Arrangement Agreement, and subject to the satisfaction of the conditions in the Arrangement Agreement, the Purchaser will acquire all of the common shares of DDS Wireless (the "Common Shares"), other than those Common Shares held by the Purchaser and its affiliates, at a price of CDN$2.25 per Common Share (the "Consideration") by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). In addition, under the Arrangement, all of the outstanding options of the Company (the "Options") will be transferred to the Purchaser and cancelled and holders of Options will receive a cash amount equal to the amount by which the Consideration exceeds the exercise price payable under such Options, if any. The Consideration implies an equity value for DDS Wireless of approximately $31 million.

The Arrangement, if consummated, will constitute a "business combination" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Board of Directors of the Company (the "Board") formed a special committee (the "Special Committee") comprised of independent directors James Topham (Chair), Sal Visca and Mark Joseph to, among other things, review and evaluate the terms of the proposal from the Purchaser, to obtain and supervise the preparation of a formal valuation of the fair market value of the Common Shares, to make recommendations to the Board in respect of the proposal and to negotiate the terms and conditions of the Arrangement Agreement and related matters.

MNP LLP ("MNP"), a chartered accountancy and business advisory firm, was retained by the Special Committee to provide, under the supervision of the Special Committee, a formal valuation of the Common Shares in accordance with MI 61-101 (the "Valuation") and MNP's opinion as to the fairness of the Consideration to shareholders of the Company, other than the Purchaser and its affiliates, from a financial point of view (the "Fairness Opinion").

MNP has provided the Valuation to the Company, which reflects the determination that, based upon and subject to the assumptions, limitations and qualifications contained in the Valuation, as of March 31, 2014, the fair market value of the Common Shares is in the range of CDN$1.75 to CDN$1.92 per Common Share. Pursuant to the Fairness Opinion, MNP has provided its opinion that, based upon the scope of its review, analysis, qualifications and assumptions contained in the Fairness Opinion, as of April 30, 2014, the Consideration to be received by shareholders of the Company, other than the Purchaser and its affiliates, is fair, from a financial point of view, to such shareholders.

After consideration of the Valuation, the Fairness Opinion, the terms and conditions set forth in the Arrangement Agreement, the advice of its legal advisor and other factors set forth below the Special Committee determined that the Arrangement is in the best interests of DDS Wireless and fair to the affected securityholders and unanimously recommended that the Board approve the Arrangement, that the Company enter into the Arrangement Agreement and that the Board recommend to DDS Wireless shareholders that they vote in favour of the Arrangement. The Board (with interested directors abstaining), after receiving the unanimous recommendation of the Special Committee, has unanimously determined that Arrangement is in the best interests of the Company and fair to the affected securityholders and recommends that DDS Wireless shareholders vote in favour of the Arrangement.

In determining that the Arrangement is in the best interests of the Company and fair to the affected securityholders, and in turn recommending that shareholders of the Company vote in favour of the Arrangement at the Annual and Special Meeting (as defined below), the Board relied upon a number of factors, including, but not limited to the following:


--  The value of the Consideration payable under the Arrangement represents
    a premium of approximately 35% to the closing price of the Common Shares
    on the TSX on April 30, 2014, the trading day ending immediately prior
    to this announcement of the Arrangement, and a premium of approximately
    33% over the 20-day volume weighted average trading price of the Common
    Shares on the TSX prior to May 1, 2014.
--  As determined by the Valuation, and subject to the scope, key
    assumptions, restrictions and qualifications noted in the Valuation, the
    Consideration of CDN$2.25 per Common Share is above the valuation range
    of CDN$1.75 to CDN$1.92 per Common Share.
--  Trading in the Common Shares has been subject to low volumes and
    infrequency of trades for at least 6 months which indicates that the
    actual ability of large numbers of shareholders of the Company to
    realize the current trading price for their Common Shares is highly
    unlikely. Under the Arrangement, shareholders of the Company, other than
    the Purchaser and its affiliates, are offered 100% cash consideration
    for all of their Common Shares, providing shareholders with certainty of
    value and liquidity at an attractive premium to trading prices as well
    as the opportunity to sell their Common Shares free of broker
    commissions and fees.
--  Pursuant to the Fairness Opinion, MNP has provided its opinion that,
    based upon the scope of their review, analysis, qualifications and
    assumptions set out therein, as of April 30, 2014, the Consideration
    offered to shareholders of the Company, other than the Purchaser and its
    affiliates, is fair from a financial point of view.
--  The Special Committee unanimously approved the Arrangement.
--  The Board has not identified any realistic alternative transaction to
    the proposed Arrangement. While the terms of the Arrangement Agreement
    enable the Company to respond, prior to the approval of the Arrangement
    by shareholders, to bona fide acquisition proposals that the Board
    determines in good faith could reasonably be expected to lead to a
    Superior Proposal (as defined in the Arrangement Agreement), in view of
    the absolute majority control position of the Purchaser and its
    affiliates of 63.9% in the Company and their stated position that they
    will not sell their Common Shares to any third party, the emergence of a
    Superior Proposal is considered to be remote.
--  Certain shareholders of the Company, who collectively beneficially own
    or exercise control over approximately 11.7% of the outstanding Common
    Shares of the Company, have entered into support agreements with the
    Purchaser pursuant to which they have agreed to vote their respective
    Common Shares in favour of the Arrangement.

The Arrangement is subject to customary TSX, Court and regulatory approvals, including, but not limited to, the approval by not less than two-thirds of the votes cast by DDS Wireless shareholders, at a special meeting of the Company being called to consider the Arrangement and annual business (the "Annual and Special Meeting") and the approval by the "majority of the minority", being a majority of the votes cast by shareholders other than the Purchaser and its affiliates or other shareholders whose votes may not be included in determining if minority approval is obtained pursuant to MI 61-101.

The record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Annual and Special Meeting is May 19, 2014. The Annual and Special Meeting is expected to be held on or about June 23, 2014. An information circular in connection with the Arrangement is expected to be mailed to DDS Wireless shareholders by the end of May. It is anticipated that the Arrangement, if approved by DDS Wireless shareholders and the Supreme Court of British Columbia, will be completed as soon after the Annual and Special Meeting as possible.

The Arrangement Agreement provides, among other things, that the Company will not solicit, assist, initiate, facilitate, entertain or encourage any discussions, negotiations, proposals or offers concerning the pursuit of any other acquisition proposals or offers. Further, the Purchaser has the right to match any competing Superior Proposal for DDS Wireless in the event such a proposal is made.

The Arrangement Agreement also provides for a termination fee to be paid by the Company to the Purchaser, or by the Purchaser to the Company, in certain circumstances, including by the Company if the Company terminates the Arrangement Agreement to enter into an agreement with respect to a Superior Proposal.

Following completion of the Arrangement, the Common Shares will be de-listed from the TSX and DDS Wireless will apply to cease to be a reporting issuer under applicable securities laws. The DDS Wireless leadership team will remain in place after the Arrangement has been completed.

Copies of the Arrangement Agreement and certain related documents will be available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com. Further details regarding the Arrangement will be contained in the information circular for the Annual and Special Meeting which will be mailed to shareholders of the Company and filed on SEDAR in due course.

About DDS Wireless International Inc.

DDS Wireless International Inc. is a global leader in providing application software for multiple vertical markets within the transportation industry. The Company specializes in transit routing and scheduling, real-time dispatching, vehicle location and tracking software applications, communications infrastructure as well as in-vehicle wireless devices. DDS Wireless operates three businesses dedicated for Taxi, Transit and New Markets such as OEM partners, Limousines, Airport Shuttles and Buses. The Company supports its customers worldwide through its offices in Canada, Finland, Singapore, Sweden, U.K. and U.S.A.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements (collectively referred to as "forward-looking statements"), including statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential", or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements include, without limitation, statements regarding the completion of the Arrangement, the holding of the Annual and Special Meeting, the impact of the Arrangement on the continued growth and success of the Company and other statements that are not historical facts. While such forward-looking statements are expressed by DDS Wireless, as stated in this release, in good faith and believed by DDS Wireless to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, required DDS Wireless shareholder approval, TSX and Court approvals, the satisfaction or waiver of the conditions set out in the Arrangement Agreement, and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the Arrangement could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. DDS Wireless is not affirming or adopting any statements made by any other person in respect of the Arrangement and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward -looking statements is at investors' own risk.

For further information about DDS Wireless, please visit www.ddswireless.com.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
Cloud promises the agility required by today’s digital businesses. As organizations adopt cloud based infrastructures and services, their IT resources become increasingly dynamic and hybrid in nature. Managing these require modern IT operations and tools. In his session at 20th Cloud Expo, Raj Sundaram, Senior Principal Product Manager at CA Technologies, will discuss how to modernize your IT operations in order to proactively manage your hybrid cloud and IT environments. He will be sharing be...
NHK, Japan Broadcasting, will feature the upcoming @ThingsExpo Silicon Valley in a special 'Internet of Things' and smart technology documentary that will be filmed on the expo floor between November 3 to 5, 2015, in Santa Clara. NHK is the sole public TV network in Japan equivalent to the BBC in the UK and the largest in Asia with many award-winning science and technology programs. Japanese TV is producing a documentary about IoT and Smart technology and will be covering @ThingsExpo Silicon Val...
New competitors, disruptive technologies, and growing expectations are pushing every business to both adopt and deliver new digital services. This ‘Digital Transformation’ demands rapid delivery and continuous iteration of new competitive services via multiple channels, which in turn demands new service delivery techniques – including DevOps. In this power panel at @DevOpsSummit 20th Cloud Expo, moderated by DevOps Conference Co-Chair Andi Mann, panelists will examine how DevOps helps to meet th...
SYS-CON Events announced today that CA Technologies has been named "Platinum Sponsor" of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and 21st International Cloud Expo, which will take place in November in Silicon Valley, California.
Five years ago development was seen as a dead-end career, now it’s anything but – with an explosion in mobile and IoT initiatives increasing the demand for skilled engineers. But apart from having a ready supply of great coders, what constitutes true ‘DevOps Royalty’? It’ll be the ability to craft resilient architectures, supportability, security everywhere across the software lifecycle. In his keynote at @DevOpsSummit at 20th Cloud Expo, Jeffrey Scheaffer, GM and SVP, Continuous Delivery Busine...
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...
SYS-CON Events announced today that Hitachi, the leading provider the Internet of Things and Digital Transformation, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Hitachi Data Systems, a wholly owned subsidiary of Hitachi, Ltd., offers an integrated portfolio of services and solutions that enable digital transformation through enhanced data management, governance, mobility and analytics. We help globa...
While some vendors scramble to create and sell you a fancy solution for monitoring your spanking new Amazon Lambdas, hear how you can do it on the cheap using just built-in Java APIs yourself. By exploiting a little-known fact that Lambdas aren’t exactly single threaded, you can effectively identify hot spots in your serverless code. In his session at 20th Cloud Expo, David Martin, Principal Product Owner at CA Technologies, will give a live demonstration and code walkthrough, showing how to o...
Developers want to create better apps faster. Static clouds are giving way to scalable systems, with dynamic resource allocation and application monitoring. You won't hear that chant from users on any picket line, but helping developers to create better apps faster is the mission of Lee Atchison, principal cloud architect and advocate at New Relic Inc., based in San Francisco. His singular job is to understand and drive the industry in the areas of cloud architecture, microservices, scalability ...
SYS-CON Events announced today that T-Mobile will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. As America's Un-carrier, T-Mobile US, Inc., is redefining the way consumers and businesses buy wireless services through leading product and service innovation. The Company's advanced nationwide 4G LTE network delivers outstanding wireless experiences to 67.4 million customers who are unwilling to compromise on ...
SYS-CON Events announced today that Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Juniper Networks challenges the status quo with products, solutions and services that transform the economics of networking. The company co-innovates with customers and partners to deliver automated, scalable and secure network...
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain.