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Statement from Unique Broadband Systems' Largest Shareholder(February 02, 2012)
TORONTO, ONTARIO -- (Marketwire) -- 02/02/12 -- 2064818 Ontario Inc. (the "Offeror"), a company owned by a trust of the family of Mr. Alex Dolgonos, which yesterday launched a takeover offer (the "Offer') for 10,000,000 common shares of Unique Broadband Systems, Inc. ("UBS" or the "Company"), today responded to yesterday's press release by UBS wherein it provided a "CCAA claims process update".
In that press release, UBS referenced a January 25, 2012 judgement of the Ontario Superior Court in respect of a motion brought by the Offeror to remove Messrs. Grant McCutcheon and Henry Eaton as directors of UBS. While the specific motion was not granted, the court noted, "The shareholders have elected the directors and remain entitled to bring their own action to remove or replace directors under the applicable corporate legislation." The stated intention of the Offeror is consistent with this principle. The Offeror intends to requisition a special meeting of the shareholders of UBS pursuant to the Ontario Business Corporations Act to elect a new board of directors for UBS.
Shareholders wishing to accept the Offer must deposit their Shares before 8:00 p.m. (Toronto time) on March 9, 2012. Any questions about the Offer should be directed to Phoenix Advisory Partners, the Information Agent for the Offer, Toll Free at 1-800-622-1603 or by email at: [email protected].
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Unique Broadband Systems, Inc. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.
Certain statements in the press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the expectations of the Offeror include, among other things, the failure to meet certain conditions of the offer, changes in law, and the ability of the Offeror to attract a qualified slate of proposed directors of UBS. Such forward-looking statements should therefore be construed in light of such factors, and the Offeror is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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