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 TORONTO, June 15 /PRNewswire/ -- Schroders & Partners Ltd., the Canadian affiliate of Schroder Ventures, today announced that an agreement has been concluded to acquire British Telecommunications plc's (NYSE: BTY) controlling interest in Mitel Corp. (NYSE: MTL).
 Schroder Ventures are advisers to a group of partnerships based in Canada, Bermuda and the United Kingdom, who paid an annual sum of Cdn. $1.00 per share for British Telecom's control block of 40,264,878 common shares in Mitel representing approximately 51 percent of the issued and outstanding common shares of Mitel; an additional sum could be paid based on one-third of the profit, if any, earned by the purchasers should the shares of Mitel be resold in the next five years. This conditional deferred consideration, if paid, is limited in amount to Cdn. 40 cents per share (Cdn.$16,105,951) adjusted for time at a rate of 10 percent per annum; the time adjusted maximum amount that could be paid to British Telecom is Cdn. $1.64 per share. The total consideration to be paid to British Telecom Ltd. in this transaction will allow the purchasers to rely on the private agreement exemption under the applicable securities legislation, thus not requiring the purchasers to make an offer for the balance of the outstanding shares of Mitel.
 The purchasers of this control block are:
 (i) Alexander Investments (Barbados) Limited, a Barbadian
 company indirectly held by Schroder UK Buy-Out Fund II BLP
 1, Schroder UK Buy-Out Fund II BLP 2, Schroder UK Buy-Out
 Fund BLP 3, Schroder UK Buy-Out Fund II L.P. 4, Schroder
 Venture Holdings Limited, Schroder International Trust
 Company Limited and Schroder Venture Managers Inc., which
 has purchased 27,392,675 shares of Mitel (being
 approximately 34.7 percent of its outstanding shares),
 (ii) Schroder Canadian Buy-Out Fund & Co., Limited, which has
 purchased 7,181,416 shares of Mitel (being approximately
 9.1 percent of its outstanding shares),
 (iii) Schroder Canadian Buy-Out Limited Partnership, which has
 purchased 4,901,881 shares of Mitel (being approximately
 6.2 percent of its outstanding shares) and
 (iv) Schroder-CIBC and Company, Limited, which has purchased
 788,906 shares of Mitel (being approximately 1.0 percent
 of its outstanding shares).
 The purchasers acquired these shares for purposes of investment in Mitel and presently have no intention of increasing their ownership in Mitel. The purchasers hold no other securities of Mitel.
 In order to secure the payment of the conditional deferred consideration, if any, the purchasers have pledged and granted a first security interest to British Telecom over a certain number of the Mitel shares purchased from British Telecom and have deposited such shares with R-M Trust Company, as trustee.
 In making the announcement, Gordon S. Byrn, president and CEO of Schroders & Partners Ltd. of Montreal commented that "Mitel is a name that is recognized for excellence and innovation in business telecommunications throughout the world. We hope to build on that very solid reputation by bringing stability to Mitel's ownership structure and by contributing Schroders' experience in managing strategic investments in technology based companies."
 Anthony Griffiths, chairman, president and CEO of Mitel Corporation, viewed the acquisition as a very positive step for the company's shareholders, customers and employees, commenting that "Schroder Ventures will provide Mitel Corporation with a strong financial base that will allow for both financial and technological growth in the future. We look forward to a successful collaboration that will be beneficial to both parties."
 Schroders & Partners Ltd. is the Canadian member of the Schroder Ventures network. Schroder Ventures is the international venture capital affiliate of Schroders plc, the highly-respected international merchant banking group based in the United Kingdom. In 1990, Schroder Ventures had aggregate commitments of approximately Cdn.$1.8 billion invested in 17 funds operating in eight countries.
 Since 1983, Schroder Ventures has invested over Cdn.$750 million in 225 companies around the world. In particular, since 1985, Schroder Ventures has invested more than Cdn.$130 million in 61 information technology companies. These investments have ranged from start-ups to well-established companies such as Mitel (which is not included in these figures).
 Mitel is an international supplier of sophisticated telecommunications systems and semiconductor products. Business telecommunications systems (PBXs) accounted for 40 percent of revenues in 1992 while semiconductor products accounted for 9 percent. For the 1992 fiscal year, Mitel generated sales of more than Cdn. $400 million through its 46 sales and manufacturing offices located in Canada, the United States, Mexico, Europe and the Pacific Rim. Mitel currently employs more than 3,500 people worldwide.
 In describing the benefits that this transaction will have on Mitel, Byrn noted that "by returning stability to Mitel's ownership structure, management will be better able to focus on the operating decisions that will position the company for growth and restore profitability."
 Mitel Corp. intends to add Henry Simon, a partner of Schroder Ventures in the U.K., and Gordon S. Byrn to the Mitel board of directors. Byrn has been involved in strategic acquisitions and investments since 1975. A Canadian, he has developed considerable business experience through his investment and management activities in the United States, Canada and the United Kingdom. Simon started his career at Bell Telephone laboratories after receiving a doctorate in telecommunications. He was formerly Group Executive at ITT Europe, responsible for ITT's private telecommunications activities and President of Technicon Instruments Corp.
 -0- 6/15/92
 /CONTACT: Gordon S. Byrn, president & CEO of Schroders & Partners Ltd., 514-397-0700; or Bonnie Perrigard of Mitel, 613-592-2122, ext. 1153/
 (MLT BTY) CO: Schroders & Partners Ltd.; Mitel Corp.; British Telecommunications
 plc ST: Ontario IN: TLS SU: TNM

SH -- NY062 -- 0254 06/15/92 14:48 EDT
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Publication:PR Newswire
Date:Jun 15, 1992

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