TORONTO, ONTARIO — (Marketwire) — 04/10/12 — Aastra Technologies Limited (“Aastra”) – (TSX: AAH) announced the preliminary results of its modified Dutch auction-type substantial issuer bid to repurchase up to $50 million of its common shares, which expired at 5:00 p.m. (EST) today.
In accordance with the terms of the bid, Aastra expects to take up approximately 2.17 million common shares at a purchase price of $23.00 per share, representing approximately 15.5% of the common shares currently outstanding on an undiluted basis prior to giving effect to the bid. After giving effect to the repurchases under the bid, the number of common shares outstanding would amount to approximately 11.86 million common shares on an undiluted basis.
Shareholders had the opportunity under the terms of the bid to tender common shares until 5:00 p.m. EST on April 10, 2012 by electing an Auction Tender at a price of their choice between $21.00 and $23.00 per share or, alternatively, by electing a Proportionate Tender which would enable them to maintain their proportionate share ownership after the completion of the bid.
Under the terms of the bid, approximately 3.17 million common shares were validly tendered to the bid and not withdrawn pursuant to Auction Tenders, of which 1.51 million common shares are expected to be taken up and purchased in accordance with the bid. Since the bid was oversubscribed, shareholders who tendered common shares pursuant to Auction Tenders will have the number of common shares purchased prorated following the final results of the bid. Aastra expects that shareholders who made Auction Tenders at $23.00 or below will have approximately 47.5% of their common shares purchased by Aastra under the bid.
In addition, Aastra expects to take up and purchase approximately 0.66 million common shares for shareholders who tendered common shares pursuant to Proportionate Tenders.
Upon take up and payment of the common shares repurchased, Aastra will release the final results, including the proration factor.
The full details of the substantial issuer bid are described in the offer to purchase and circular dated February 22, 2012, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at .
Payment and settlement will be effected to registered shareholders by Computershare Investor Services Inc. in accordance with settlement procedures commencing on or about April 16, 2012. Payment and settlement will be effected to beneficial shareholders by CDS Clearing and Depository Services Inc. in accordance with settlement procedures commencing on or about April 16, 2012.
Important Income Tax Information for Shareholders
As described in the Offer to Purchase and Issuer Bid Circular describing the bid that was mailed to shareholders, Aastra is hereby designating the entire amount of the deemed dividend arising from its purchase of common shares under the bid as an “eligible dividend” for purposes of the enhanced dividend tax credit pursuant to subsection 89(14) of the Income Tax Act (Canada) and any relevant provincial legislation of comparable effect. This notice meets the requirements of the Income Tax Act (Canada). Please contact your tax advisor if you have any questions with regard to the designation of eligible dividends.
About Aastra Technologies Limited
Aastra Technologies Limited 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 networking products, including terminals, systems, and applications. For more information on Aastra, visit our website at .
Forward-looking Statements
From time to time, we make written or oral forward-looking statement within the meaning of applicable Canadian securities legislation. We may make such statements in this press release, in other filings with Canadian regulators, in reports to shareholders or in other communications. These forward-looking statements include, among others, statements with respect to our expectations regarding the actual number of common shares to be taken up and paid for in connection with the substantial issuer bid as a result of proration and odd lot auction tenders under the bid, as well as the timing of payment and settlement. By their very nature, forward-looking statements involve numerous factors and assumptions, and are subject to inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Please refer to our filings on the website maintained by the Canadian Securities Administrators at , including our offer to purchase and circular dated February 22, 2012 with respect to the substantial issuer bid, our Annual Information Form and our quarterly and annual Management Discussion and Analysis of Financial Condition and Results of Operations. We caution readers not to place undue reliance on these statements as our actual results may differ materially from our expectations if known and unknown risks or uncertainties affect our business, or if our estimates or assumptions prove inaccurate. Therefore, we cannot provide any assurance that forward-looking statements will materialize. Unless otherwise required pursuant to applicable Canadian securities legislation, we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason.
Contacts:
Aastra Technologies Limited
Investor Relations
905-760-4200
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