|By Marketwired .||
|June 23, 2014 01:55 PM EDT||
RICHMOND, BRITISH COLUMBIA -- (Marketwired) -- 06/23/14 -- DDS Wireless International Inc. (TSX: DD) ("DDS Wireless" or the "Company"), a world leader in providing wireless data solutions for fleet management, which it has been providing for more than 26 years, is pleased to announce that it has received shareholder approval for its previously announced going-private transaction (the "Transaction"). Pursuant to the Transaction, 0998556 B.C. Ltd. (the "Purchaser"), a wholly-owned subsidiary of Ghai Investments Ltd. ("GIL"), a private company controlled by Vari Ghai, the Chief Executive Officer and a director of the Company, will acquire all of the issued and outstanding common shares of the Company ("Common Shares") that the Purchaser and its affiliates do not already own for cash consideration of $2.25 per Common Share (the "Consideration") by way of a plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, all of the outstanding options of the Company ("Options") will be cancelled and option holders of such cancelled Options that have an exercise price that is less than the Consideration will receive a cash amount equal to the amount by which the Consideration exceeds the exercise price.
Approval of the Transaction was given at a special meeting of the Company's shareholders held on June 23, 2014 (the "Meeting"). At the Meeting, (i) approximately 98.85% of the votes cast by the holders of Common Shares, and (ii) approximately 95.52% of the votes cast by holders of Common Shares excluding the Purchaser and its affiliates were voted in favour of the Arrangement. The completion of the Arrangement is subject to the final approval of the Supreme Court of British Columbia and the satisfaction of certain other closing conditions customary in a transaction of this nature. The Company is currently scheduled to return to court on June 26, 2014 to seek a final order to implement the Arrangement. Assuming that these conditions are satisfied, it is expected that the closing of the Arrangement will be completed on June 27, 2014.
Further information regarding the Meeting and the proposed Arrangement are contained in the Company's management information circular for the Meeting dated May 22, 2014, which is available under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
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 and Going Private Transaction 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, 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.
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