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DDS Wireless Completes Going-Private Transaction
|By Marketwired .
|June 27, 2014 02:25 PM EDT
RICHMOND, BRITISH COLUMBIA -- (Marketwired) -- 06/27/14 -- 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 the successful completion of its previously announced going private transaction, pursuant to which 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, acquired all of the outstanding securities of the Company that the Purchaser and its affiliates did not previously own by way of a plan of arrangement (the "Arrangement"). The Arrangement was completed following the approval of the Supreme Court of British Columbia and the satisfaction of various conditions precedent to the Arrangement.
Payment of cash consideration of C$2.25 per share (the "Consideration") for the common shares acquired pursuant to the Arrangement will be made by the Depositary, Computershare Investor Services Inc. Registered shareholders of common shares are required to complete and sign a letter of transmittal and deliver it to the Depositary, together with any share certificates they may hold and the other required documents. Shareholders who hold their common shares through a broker or other intermediary may contact that broker or other intermediary for instructions and assistance in receiving the consideration for their common shares.
Pursuant to the Arrangement, all of the outstanding options of the Company ("Options") were cancelled and Option holders holding 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.
Further information concerning these processes is outlined in the Company's management information circular dated May 22, 2014, a copy of which is available, along with the letter of transmittal, under the Company's profile at www.sedar.com.
Any questions regarding the cash consideration, including any request for another letter of transmittal should be directed to Computershare Investor Services Inc., at its North American toll-free number: 1- 800-564-6253; or for outside North America at +1 514-982-7555 or via email to [email protected].
In connection with the completion of the plan of arrangement, the Company has applied to have the common shares of the Company de-listed from the Toronto Stock Exchange. DDS will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
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 de-listing of the common shares and ceasing to be a reporting issuer under applicable Canadian securities laws 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 regulatory approvals 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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