Counsel Corporation Completes Valuation.Business Editors TORONTO--(BUSINESS WIRE)--Oct. 10, 2003 Mails Notice Of Variation In Connection With Debenture debenture (dəbĕn`chər), document acknowledging indebtedness. In Great Britain a debenture is practically the same as a bond, and debenture stock is similar to preferred stock. Offer Counsel Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CXSN)(TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :CXS CXS Coherent X-Ray Scattering ) announced today that it has received the independent valuation of the Company, which it had requested to assist Debentureholders in evaluating its offer (the "Offer") to purchase all of its 6% convertible unsecured debentures (the "Debentures") due on October 31, 2003. The independent valuation was performed by Capital Canada Limited. Capital Canada concluded that, as of August 29, 2003, the fair market value of each common share of Counsel, calculated on a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis, was in the range of US$1.93 to US$2.51 assuming all Debentureholders elect to receive common shares of Counsel on maturity of the Debentures, rather than electing to tender each US$1,000 principal amount of Debentures for US$750 in cash pursuant to the Offer. Capital Canada did not comment on, nor is it in a position to comment on, the likely trading price Trading price The price at which a security is currently selling. or marketability of Counsel's common shares on the public markets. A summary of the valuation is included in the Notice of Variation mailed today as a supplement to the Offer. Debentureholders can obtain a complete copy of the valuation from Counsel Corporation on request. Subject to the terms and conditions contained in the Offer, Debentureholders may tender their Debentures into the Offer at any time prior to 5:00pm (Eastern Time) on October 20, 2003. About Counsel Corporation Headquartered in Toronto, Ontario, Counsel Corporation is a diversified company diversified company A company engaged in varied business operations not directly related to one another. A diversified company is less likely to suffer either a collapse or a spectacular gain in earnings compared with a firm concentrating its operations in a focused on acquiring and building businesses using its financial and operational expertise in two specific sectors: communications and real estate. Counsel's communications platform is focused on building upon its existing communications businesses through organic growth and by acquiring substantial additional customer revenues. Counsel's real estate platform has a focused strategy of investing in and developing income producing commercial properties, primarily retail shopping centres. 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. The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Counsel Corporation's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which they currently operate, but because of the factors herein listed, as well as other factors beyond their control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the Companies' securities and other regulatory filings. |
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