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Aastra Announces the Completion of Its Substantial Issuer Bid(April 16, 2012)
TORONTO, ONTARIO -- (Marketwire) -- 04/16/12 -- Aastra Technologies Limited ("Aastra") (TSX:AAH) today announced today that it has taken up and paid for 2,173,913 common shares at a purchase price of $23.00 per share (the "Purchase Price") under its substantial issuer bid to repurchase up to $50 million of its common shares. The repurchased shares represent approximately 15.49% of the common shares currently outstanding on an undiluted basis prior to giving effect to the bid. After giving effect to the repurchases under the bid, the number of common shares outstanding is 11,860,072 common shares on an undiluted basis.
Shareholders had the opportunity under the terms of the bid to tender common shares until 5:00 p.m. EST on April 10, 2012 by electing an Auction Tender at a price of their choice between $21.00 and $23.00 per share or, alternatively, by electing a Proportionate Tender which would enable them to maintain their proportionate share ownership after the completion of the bid.
The Auction Tender process was oversubscribed. As a result, shareholders who made Auction Tenders at or below the Purchase Price had approximately 47.48% of their common shares purchased by Aastra under the bid. However, under the terms of the bid, odd lots submitted at or below the Purchase Price were purchased in their totality and adjustments were made to avoid the creation of fractional shares.
Shareholders who made Proportionate Tenders had approximately 15.49% of their common shares purchased by Aastra under the bid.
The ownership of common shares not purchased by Aastra under the bid will not be affected.
In accordance with settlement procedures, Computershare Investor Services Inc. commenced payment and settlement to registered shareholders today. Payment and settlement will be effected to beneficial shareholders by CDS Clearing and Depository Services Inc. in accordance with settlement procedures commencing on or about April 16, 2012.
Important Income Tax Information for Shareholders
As described in the Offer to Purchase and Issuer Bid Circular describing the bid that was mailed to shareholders, Aastra is hereby designating the entire amount of the deemed dividend arising from its purchase of common shares under the bid as an "eligible dividend" for purposes of the enhanced dividend tax credit pursuant to subsection 89(14) of the Income Tax Act (Canada) and any relevant provincial legislation of comparable effect. This notice meets the requirements of the Income Tax Act (Canada). Please contact your tax advisor if you have any questions with regard to the designation of eligible dividends.
About Aastra Technologies Limited
Aastra Technologies Limited is a global company at the forefront of the Enterprise Communication market. Headquartered in Concord, Ontario, Canada, Aastra develops and delivers innovative and integrated solutions that address the communication needs of businesses small and large around the world. Aastra enables Enterprises to communicate and collaborate more efficiently and effectively by offering customers a full range of open standard IP-based and traditional communications networking products, including terminals, systems, and applications. For more information on Aastra, visit our website at http://www.aastra.com.
From time to time, we make written or oral forward-looking statement within the meaning of applicable Canadian securities legislation. We may make such statements in this press release, in other filings with Canadian regulators, in reports to shareholders or in other communications. These forward-looking statements include, among others, statements with respect to our expectations regarding the timing of payment and settlement of common shares taken up under the substantial issuer bid. By their very nature, forward-looking statements involve numerous factors and assumptions, and are subject to inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Please refer to our filings on the website maintained by the Canadian Securities Administrators at www.sedar.com, including our offer to purchase and circular dated February 22, 2012 with respect to the substantial issuer bid, our Annual Information Form and our quarterly and annual Management Discussion and Analysis of Financial Condition and Results of Operations. We caution readers not to place undue reliance on these statements as our actual results may differ materially from our expectations if known and unknown risks or uncertainties affect our business, or if our estimates or assumptions prove inaccurate. Therefore, we cannot provide any assurance that forward-looking statements will materialize. Unless otherwise required pursuant to applicable Canadian securities legislation, we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason.
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