VANCOUVER, B.C., Oct. 04, 2017 (GLOBE NEWSWIRE) -- Urban Communications Inc. (TSX-V:UBN) (“Urban” or the “Company”) is pleased to announce that it has filed and mailed its management information circular (the “Circular”) and related proxy materials to its holders of shares (“Shareholders”), options (“Optionholders”) and warrants (“Warrantholders”) (together, “Securityholders”) in connection with the special meeting of Securityholders to be held at 9:00 a.m. (Vancouver time) on Tuesday, October 31, 2017 (the “Meeting”).
At the Meeting, Securityholders will be asked to approve the Company’s previously announced transaction with ACME Communications Canada, Inc. (“ACME”) whereby ACME will acquire all of the issued and outstanding common shares of Urban (“Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”) as described in the News Release of Urban dated August 5, 2017. Assuming the Arrangement becomes effective, each Shareholder will receive cash consideration of C$0.07 for each Share held.
Some Benefits to Securityholders
Premium to Shareholders – The consideration of C$0.07 per Share to be received by Shareholders under the Arrangement represents a premium of approximately 16.7% based on the pre-announcement closing price of the Shares on the TSX Venture Exchange.
Realize Immediate Value – Cash consideration allows Shareholders to immediately realize fair value for their Shares without incurring risks related to market volatility generally inherent in small-cap stocks.
Strong Likelihood of Completion – The conditions of the Arrangement are not conditional upon financing and ACME has sufficient means to complete the Arrangement in accordance with its terms and within a reasonable time.
Lock-Up Agreements – Securityholders, including all of the directors and officers of Urban, holding approximately 45.56% of the outstanding Securities of Urban, have entered into lock-up agreements with ACME to vote in favour of the Arrangement.
The Urban Board of Directors UNANIMOUSLY recommends that Securityholders vote FOR the Arrangement.
The Circular contains, among other things, details concerning the Arrangement, reasons the Urban Board of Directors has recommended the Arrangement, requirements for the completion of the Arrangement and the procedure for receiving consideration under the Arrangement, procedures for voting at the Meeting and other related matters. Securityholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to Securityholders. A copy of the Circular is available on Urban’s SEDAR profile at www.sedar.com.
YOUR VOTE IS IMPORTANT. VOTE TODAY.
How to Vote
A proxy form or voting instruction form will accompany the Meeting materials you receive by mail. Instructions on how to vote, which vary depending on whether you are a Shareholder, Optionholder or Warrantholder are provided in the Circular.
Securityholders are encouraged to vote before 9:00 am (Vancouver time) on October 27, 2017, using the Internet, telephone or facsimile.
Registered Shareholders
Registered Shareholders may vote in person at the Meeting, by mail or by:
- Internet: vote online at www.investorvote.com using the control number located on your proxy;
- Telephone: 1-866-734-VOTE(8683), toll free in Canada and the United States; or
- Fax: 1-866-249-7775, toll free in Canada and the United States or 416-263-9524 for calls outside of Canada and the United States.
Beneficial Shareholders
Beneficial Shareholders who hold Urban Shares through a bank, broker or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them on the voting instruction form included in the meeting materials they receive.
For more information please contact:
Leslie E. Maerov
Chief Compliance Officer & General Counsel of Urban
Tel: (604) 439-8545
E-mail: lemaerov@ubn.ca
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.