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724 Solutions Discloses Receipt and Acceptance of Revised Austin Ventures Proposal.


SANTA BARBARA Santa Barbara (săn'tə bär`brə, –bərə), city (1990 pop. 85,571), seat of Santa Barbara co., S Calif., on the Pacific Ocean; inc. 1850. , Calif. -- 724 Solutions Inc. (Nasdaq:SVNX) (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
:SVN SVN Subversion (version control system)
SVN Slovenia (international traffic code)
SVN Social Venture Network
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), a leading provider of next-generation IP-based network and data services, announced today that Austin Austin.

1 City (1990 pop. 21,907), seat of Mower co., SE Minn., on the Cedar River, near the Iowa line; inc. 1868. The commercial and industrial center of a rich farm region, it is noted as home to the Hormel meatpacking company, whose Spam Town museum
 Ventures has submitted a revised non-binding proposal to acquire all of the outstanding common shares of 724 Solutions not owned by Austin Ventures for cash consideration of US$3.34 per common share, an increase of $0.27 per share from the original proposal. The revised proposal has been accepted by 724 Solutions, after careful consideration and evaluation by the company's Special Committee of independent directors in conjunction with its financial and legal advisors. A copy of the proposal is attached to this press release.

As in the prior proposal, Austin Ventures has proposed that the transaction be effected by way of a court-approved plan of arrangement. In addition to court approval, the transaction would require the approval of the shareholders of 724 Solutions, including by way of a majority of the votes cast by holders other than Austin Ventures and related parties.

724 Solutions and Austin Ventures intend to move diligently dil·i·gent  
adj.
Marked by persevering, painstaking effort. See Synonyms at busy.



[Middle English, from Old French, from Latin d
 towards negotiating a definitive arrangement agreement and, subject to receipt by 724 Solutions of a satisfactory fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 and valuation report and completion by Austin Ventures of its due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , entering into that arrangement agreement and completing a transaction in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with the agreement and all applicable legal and regulatory requirements Regulatory requirements are part of the process of drug discovery and drug development. Regulatory requirements describe what is necessary for a new drug to be approved for marketing in any particular country. . This revised and accepted proposal will terminate Terminate (terminat.exe) was a shareware modem terminal and host program for MS-DOS and compatible operating systems developed from the early to the late 1990s by the Dane Bo Bendtsen. The last release (5.  on April 6, 2006 in the event a definitive arrangement agreement is not reached.

About 724 Solutions

724 Solutions (Nasdaq:SVNX) (TSX:SVN) delivers reliable, scalable technology and solutions that allow mobile network operators and virtual network operators to rapidly deploy flexible and open next generation IP-based network and data services. The company's solutions enable the Unwired Unwired is an Australian public company dedicated to building a nationwide, fixed wireless telecommunications network offering carrier grade Internet services. They currently provide coverage in Sydney and Melbourne.  Lifestyle(TM), 724's vision of how people will use mobile data services to enhance and enrich their professional and private lives with services relevant to their specific needs, with user communities preserved across generations of technology and with data services as reliable as voice. 724 Solutions is a global company, with development operations in Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of  and Switzerland Switzerland (swĭt`sərlənd), Fr. Suisse, Ger. Schweiz, Ital. Svizzera, officially Swiss Confederation, federal republic (2005 est. pop. 7,489,000), 15,941 sq mi (41,287 sq km), central Europe.  and its corporate office in Santa Barbara, Calif. For more information, visit www.724.com.

Cautionary Note Regarding Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.


This press release contains statements of a forward-looking for·ward-look·ing
adj.
Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan.

Adj. 1.
 nature. These statements are made under the "safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" provisions of the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These statements include the statements herein regarding: the services and products that will be offered by 724 Solutions, the benefits that businesses and individuals will obtain from these services and products, future demand for these services and products, our future operating and cash performance, our plans and prospects, and potential transactions proposed to and being considered by us. The accuracy of these statements may be impacted by a number of business risks and uncertainties that could cause actual results and events to differ materially from those projected or anticipated, including the risk and possibility that the transaction proposed to us by Austin Ventures (or any subsequent transaction proposed by another party) will not be acceptable to us or otherwise consummated con·sum·mate  
tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates
1.
a. To bring to completion or fruition; conclude: consummate a business transaction.

b.
, and if consummated, may be on different and potentially less favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 terms than the terms of the Austin Ventures proposal described above, 724 Solutions will be unable to deploy its solutions and products, the risk that the demand for these solutions and products, or for 2.5G and 3G networks, will not increase as presently anticipated, the risk that general economic conditions will not improve or deteriorate de·te·ri·o·rate
v.
1. To grow worse in function or condition.

2. To weaken or disintegrate.
, and other risks described in 724 Solutions' Securities and Exchange Commission filings, including its annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 and its quarterly reports on Form 10-Q Form 10-Q

See 10-Q.
. These risks are also described in 724 Solutions' filings with the Canadian Securities Administrators Canadian Securities Administrators(CSA) is a forum for the 13 securities regulators of Canada's provinces and territories to coordinate and harmonize regulation of the Canadian capital markets. . 724 Solutions does not undertake any obligation to update this forward-looking information, except as required under applicable law.

Attached copy of revised Austin Ventures proposal to 724 Solutions.
March 9, 2006

CONFIDENTIAL

Board of Directors
724 Solutions, Inc.
20 York Mills Road, Suite 201
Toronto, ON
Canada M2P 2C2

Gentlemen:

    We are pleased to submit this revised letter summarizing the
principal terms upon which investment funds affiliated with Austin
Ventures ("Austin Ventures") would potentially acquire (the
"Acquisition") the entire outstanding equity interests in 724
Solutions, Inc. ("724"). With over $2.9 billion in investment capital,
Austin Ventures has invested in over 150 companies and is one of the
most active investors in the country. As 724's largest single
shareholder and creditor, Austin Ventures has the resources and
expertise to close the Acquisition expeditiously and non-disruptively.

1. Proposed Terms. The Acquisition would be subject to a Plan of
Arrangement through which Austin Ventures would acquire all
outstanding common shares not currently held by Austin Ventures for a
cash amount per share equal to US$3.34. Options to purchase common
shares would be cashed-out as part of the Acquisition. The Acquisition
would not be subject to any financing condition.

2. Due Diligence. Austin Ventures believes that it has substantial
familiarity with 724 and accordingly would only require a limited
amount of due diligence. Austin Ventures intends to have its due
diligence investigation completed prior to entering into a definitive
arrangement agreement.

3. Employee Arrangements. Austin Ventures intends to retain 724's
existing management and employees in their respective roles. Austin
Ventures anticipates that members of senior management would enter
into employment agreements at the time of signing the arrangement
agreement to become effective upon the closing of the Acquisition.

4. Transaction Documentation. Austin Ventures would prepare an
arrangement agreement and related documentation reflective of a
transaction between a company and its largest shareholder. The
obligations of the parties to close the Acquisition would be subject
to customary closing conditions to be set forth in the definitive
agreements including, without limitation, the accuracy of
representations and the performance of covenants, the absence of any
material and adverse change, the absence of any pending or threatened
litigation that could prevent the Acquisition or result in a
determination that the conduct of the parties was unlawful, the
receipt of requisite corporate approvals, the receipt of a valuation
by an independent valuator, the receipt and review of the March 31,
2006 financial statements, and the receipt of all necessary approvals,
consents, orders and waivers of courts and other governmental
agencies, exchanges and other third parties (and the expiration of any
applicable waiting periods). The agreement would contain other
customary provisions including a requirement that the 724 board of
directors (subject to its fiduciary obligations) recommends that the
shareholders adopt and approve the Plan of Arrangement, a requirement
that 724 submit the Plan of Arrangement to its shareholders
notwithstanding any change in the recommendation of the board of
directors, and standard no-shop provisions subject to a fiduciary out,
termination fee and reimbursement of reasonable expenses consistent
with Canadian precedent. Austin Ventures acknowledges that 724 does
not intend to enter into an arrangement agreement reflecting the
principal terms set out in this letter unless and until it has
received a favorable fairness opinion from its financial advisor and a
valuation by an independent valuator supportive of the proposed cash
purchase price.

THE PARTIES SHALL HAVE NO OBLIGATION TO CONSUMMATE THE ACQUISITION
UNLESS AND UNTIL A SEPARATE DEFINITIVE ARRANGEMENT AGREEMENT IS
EXECUTED AND DELIVERED BY EACH PARTY THERETO AND SUBJECT IN ALL
RESPECTS TO THE SATISFACTION OF THE CONDITIONS CONTAINED IN SUCH
AGREEMENT AND THIS LETTER.

5. Other Negotiations. 724 will promptly notify Austin Ventures
regarding any bona fide offer or proposal by any third party regarding
any acquisition or financing of 724, including any proposed or
preliminary terms of an acquisition or financing and any revision
thereof.

6. Continuation of Business. 724 agrees to continue to preserve and
operate the business of 724 in the ordinary course, consistent with
past practices, including preserving its existing business
organization, assets and relations with its employees, suppliers,
customer and others with whom it has a business relationship.

7. Governing Law. This letter shall be governed by the internal laws
of the State of Delaware applicable to contracts wholly executed and
performed therein; provided, however, that to the extent this letter
and the conduct of the parties in respect hereof are covered by the
internal affairs doctrine, the laws of the applicable jurisdiction
shall apply.

8. Termination. This letter will terminate in four calendar weeks from
the date hereof or any earlier date upon a written notification from
either party. Austin Ventures and its advisors are prepared to work
diligently towards completing the Acquisition; however, Austin
Ventures will not do so if the parties cannot agree to the terms of
this proposal by 5 p.m. CST on March 16, 2006. Please contact me at
512-485-1900 if you have any questions regarding the content of this
letter. Otherwise, please indicate the concurrence of 724 with this
letter by executing it in the space provided below and returning the
executed copy to my attention at your earliest convenience. I look
forward to the successful completion of the discussions contemplated
by this letter.

Very truly yours,

/s/ Joseph C. Aragona

Joseph C. Aragona
General Partner

Agreed to and accepted this 9th day of March, 2006:

724 Solutions, Inc.

By:       /s/ J. Ian Giffen
Name:      J. Ian Giffen
Title:     Chairman
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Mar 10, 2006
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