|By Marketwired .||
|May 1, 2014 09:38 PM EDT||
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.
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Sep. 30, 2016 10:00 AM EDT Reads: 4,475
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Sep. 30, 2016 10:00 AM EDT Reads: 4,221
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, will discuss the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports. The session will include a working demo and a technical d...
Sep. 30, 2016 10:00 AM EDT Reads: 1,826
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, discussed the importance of WebRTC and how it enables companies to focus...
Sep. 30, 2016 10:00 AM EDT Reads: 2,395
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
Sep. 30, 2016 10:00 AM EDT Reads: 4,611
There is little doubt that Big Data solutions will have an increasing role in the Enterprise IT mainstream over time. Big Data at Cloud Expo - to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA - has announced its Call for Papers is open. Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is...
Sep. 30, 2016 10:00 AM EDT Reads: 2,726
Big Data has been changing the world. IoT fuels the further transformation recently. How are Big Data and IoT related? In his session at @BigDataExpo, Tony Shan, a renowned visionary and thought leader, will explore the interplay of Big Data and IoT. He will anatomize Big Data and IoT separately in terms of what, which, why, where, when, who, how and how much. He will then analyze the relationship between IoT and Big Data, specifically the drilldown of how the 4Vs of Big Data (Volume, Variety,...
Sep. 30, 2016 10:00 AM EDT Reads: 1,217
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
Sep. 30, 2016 09:45 AM EDT Reads: 3,250
Adobe is changing the world though digital experiences. Adobe helps customers develop and deliver high-impact experiences that differentiate brands, build loyalty, and drive revenue across every screen, including smartphones, computers, tablets and TVs. Adobe content solutions are used daily by millions of companies worldwide-from publishers and broadcasters, to enterprises, marketing agencies and household-name brands. Building on its established design leadership, Adobe enables customers not o...
Sep. 30, 2016 09:45 AM EDT Reads: 220
SYS-CON Events announced today that Interface Masters Technologies, a leader in Network Visibility and Uptime Solutions, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Interface Masters Technologies is a leading vendor in the network monitoring and high speed networking markets. Based in the heart of Silicon Valley, Interface Masters' expertise lies in Gigabit, 10 Gigabit and 40 Gigabit Eth...
Sep. 30, 2016 09:30 AM EDT Reads: 2,731
Creating replica copies to tolerate a certain number of failures is easy, but very expensive at cloud-scale. Conventional RAID has lower overhead, but it is limited in the number of failures it can tolerate. And the management is like herding cats (overseeing capacity, rebuilds, migrations, and degraded performance). Download Slide Deck: ▸ Here In his general session at 18th Cloud Expo, Scott Cleland, Senior Director of Product Marketing for the HGST Cloud Infrastructure Business Unit, discusse...
Sep. 30, 2016 09:30 AM EDT Reads: 2,583
SYS-CON Events announced today the Enterprise IoT Bootcamp, being held November 1-2, 2016, in conjunction with 19th Cloud Expo | @ThingsExpo at the Santa Clara Convention Center in Santa Clara, CA. Combined with real-world scenarios and use cases, the Enterprise IoT Bootcamp is not just based on presentations but with hands-on demos and detailed walkthroughs. We will introduce you to a variety of real world use cases prototyped using Arduino, Raspberry Pi, BeagleBone, Spark, and Intel Edison. Y...
Sep. 30, 2016 09:15 AM EDT Reads: 3,049
What does it look like when you have access to cloud infrastructure and platform under the same roof? Let’s talk about the different layers of Technology as a Service: who cares, what runs where, and how does it all fit together. In his session at 18th Cloud Expo, Phil Jackson, Lead Technology Evangelist at SoftLayer, an IBM company, spoke about the picture being painted by IBM Cloud and how the tools being crafted can help fill the gaps in your IT infrastructure.
Sep. 30, 2016 09:15 AM EDT Reads: 3,061
Much of the value of DevOps comes from a (renewed) focus on measurement, sharing, and continuous feedback loops. In increasingly complex DevOps workflows and environments, and especially in larger, regulated, or more crystallized organizations, these core concepts become even more critical. In his session at @DevOpsSummit at 18th Cloud Expo, Andi Mann, Chief Technology Advocate at Splunk, showed how, by focusing on 'metrics that matter,' you can provide objective, transparent, and meaningful f...
Sep. 30, 2016 09:00 AM EDT Reads: 2,902
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Sep. 30, 2016 08:45 AM EDT Reads: 198