TSI TelSys Issues Management Information Circular; And Responds to Shareholders' Questions.Business Editors/Hi-Tech Writers COLUMBIA, Md.--(BUSINESS WIRE)--May 2, 2002 TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension Venture "TSI TSI Total Solar Irradiance (sum solar light in energy per unit of time) TSI Trading Standards Institute (UK) TSI Transportation Safety Institute (US DOT) " - TSI TelSys Corporation has issued the following details in support of its management information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible and to answer shareholders' questions regarding the circular, which was mailed to all shareholders on April 20, 2002. The management information circular is available for review on the company web site at www.tsi-telsys.com. The Board of Directors felt that it was important to explain the significance of the proposed redemption of the preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. , owned by Arab-Malaysian Bank Berhad (AMBB). While the Company is not obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to redeem the preferred shares or pay the accumulated dividends, these preferred shares are first in line for any distribution of funds, including redemption in any transaction to sell the company. The obligation relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the preferred shares have been a primary reason that the Company has been unable to raise additional capital. Potential investors have declined to make new investments as they would be deemed "junior" to the existing preferred shareholder and attempts to grow equity would be burdened by the large and growing value of the preferred position. AMBB realizes that the common shareholders would not support the proposed transaction to sell the company if they (AMBB) took all of the proceeds to which they are entitled, thus leaving zero for the common shareholder. Therefore, in order to maintain the viability of the US$1.5 Million bid by LJT LJT Larry Joe Taylor (musician) & Associates, Inc. for the Company, AMBB has elected to accept US$975,000 in lieu of the US$6.2 Million due to them, leaving the remaining US$525,000 available to be distributed to the common shareholders. The Company retained the services of a qualified independent business valuator who issued, 1) a valuation report determining the value of the Company as of December 28, 2001 to be US$878,000, and 2) a 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. that found the consideration, terms and conditions of the proposed sale to LJT & Associates, Inc. were fair to the holders of the common shares from a financial point of view. The Board of Directors also felt they should respond to the shareholder proposal to transfer the Company's corporate jurisdiction to the United States and the value of that action on helping the Company obtain security clearances and opening up the secure or classified U.S. marketplace. The shareholder proposal states that this "move" will increase the business opportunities within the United States and simplify the accounting, tax and general operations of the Company. The move to the United States is something the Company has been exploring since 1998. The Company later chose to discontinue this process as it turned out to be extremely expensive and would not give the Company the desired results. To have access to the United States "secure" markets, the Company needs to obtain high-level security clearances. The Cognizant Security Agency acting upon Executive Order 12829, "National Industrial Security Program" issued on behalf of the Secretary of Defense with the concurrence CONCURRENCE, French law. The equality of rights, or privilege which several persons-have over the same thing; as, for example, the right which two judgment creditors, Whose judgments were rendered at the same time, have to be paid out of the proceeds of real estate bound by them. Dict. de Jur. h.t. of the Secretary of Energy, the Chairman of the Nuclear Regulatory Commission Nuclear Regulatory Commission (NRC), an independent U.S. government commission, created by the Energy Reorganization Act of 1974 and charged with licensing and regulating civilian use of nuclear energy to protect the public and the environment. and the Director of Central Intelligence has made it very clear that the issuance of these clearances is not based solely on the domicile of the Company, but it is also based on the ultimate ownership/control of the Company. Based on estimates from the previous attempt to move to the United States, the minimum cost to the Company would exceed US$100,000 and would not give the Company any additional access to the United States "secure" market place. As for the simplifying of accounting, tax and general operations, Management believes that there would be absolutely no benefit to the Company at all. The Company currently uses a United States -based accounting firm and prepares its audited statements in accordance with United States Generally Accepted Accounting Principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting . The only effort and/or dollars associated with the Canadian company status is the cost of being a "public" Canadian (New Brunswick) company. If the Company were to move to the U.S., it would still be listed on the Canadian TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. and would still incur all the costs associated with being a "public" Canadian company. After spending all this money to transfer the Company to the United States, the Company is not aware of any benefit that would be derived. The Company has posted a "Frequently Asked Questions" section on their web site at www.tsi-telsys.com, in response to shareholders' questions regarding the proposed sale of TSI TelSys Inc. and the Management Information Circular. Additional questions may be submitted to info@tsi-telsys.com. Headquartered in Columbia, Maryland, TSI TelSys is a developer and manufacturer of high performance, multi-mission satellite data processing systems for ground station operations and satellite test and integration. Except for historical information contained herein, the matters discussed in this press release contain forward-looking statements that, due to uncertainties, may differ materially from actual results. Further information about TSI TelSys, including copies of press releases, may be found through the TSI TelSys Internet Web site at http://www.tsi-telsys.com. TSI TelSys Corporation is listed on the TSX Venture Exchange (formerly known as the Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX) ), under the trading symbol Trading symbol See: Ticker symbol "TSI". The TSX Venture Exchange does not accept responsibility for the adequacy of this release. WWW: http://www.tsi-telsys.com |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion