OSI Geospatial Inc. receives conditional approval for TSXV delisting and Plan of Arrangement
10 Juni 2012 - 8:54AM
PR Newswire (Canada)
VANCOUVER, June 11, 2012 /CNW/ - OSI Geospatial Inc. ("OSI" or the
"Company") is pleased to announce that the TSX Venture Exchange
("TSXV") has conditionally approved the Company's previously
announced delisting from the TSXV and going private transaction to
be completed by way of a court approved Plan of Arrangement (the
"Transaction"). Subject to and following the requisite approval by
the Company's shareholders, receipt of final court approval from
the Supreme Court of British Columbia, and final approval of the
TSXV, the Company will delist from the TSXV and close the
Transaction shortly thereafter. The Transaction is expected to
close in July 2012. The Transaction provides, among other things,
that (i) each Class "B" Series 2 Preference Shares (a "Preferred
Share") held by a preferred shareholder will be converted into
common shares of the Company at a conversion rate of 156.667 Common
Shares; and (ii), all issued and outstanding common shares will be
consolidated on a 250,000 to 1 basis and common shareholders
holding less than one post-consolidation common share will be paid
$0.060 in cash. The Company's board of directors unanimously
approved the Transaction and has recommend approval to the
Company's shareholders at the special meeting of shareholders to be
held on June 21, 2012 (the "Meeting"). The Transaction requires 66
2/3% approval by shareholders of OSI as well as an approval of the
majority of the common shareholders after excluding Insiders.
Further details regarding the Transaction are set out in the
management information circular dated May 16, 2012, which is
available under the Company's profile on SEDAR. About OSI
Geospatial Inc. OSI Geospatial Inc. operates two distinct business
units: Offshore Systems Ltd. (based in Vancouver, British
Columbia), a world-leading naval fleet supplier of integrated
navigation and tactical solutions; and CHI Systems, Inc. (based in
Philadelphia, Pennsylvania), a leading-edge research, development,
and systems integration supplier of technology solutions for
defense, aerospace, health, and bioscience markets. OSI Geospatial
systems and software are in use by military, government, and
commercial customers around the world. The Company is publicly
traded on the TSX Venture Exchange. For additional information
please visit www.osigeospatial.com. Forward-Looking Statements
Information set forth in this news release may involve
forward-looking statements under applicable securities laws.
Forward-looking statements are statements that relate to future,
not past, events. In this context, forward-looking statements often
address expected future business and financial performance, and
often contain words such as "anticipate", "believe", "plan",
"estimate", "expect", and "intend", statements that an action or
event "may", "might", "could", "should", or "will" be taken or
occur, or other similar expressions. All statements, other than
statements of historical fact, included herein including, without
limitation, statements about the completion of the Transaction and
regulatory and court approvals, are forward looking statements. By
their nature, forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following
risks: the need for additional financing; operational risks
associated with mineral exploration; fluctuations in commodity
price and title matters or other reports and filings with the TSX
Venture Exchange and applicable Canadian securities regulators.
Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the
Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other
circumstances should change, except as required by applicable
securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements. Neither 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. OSI
Geospatial Inc. CONTACT: Jim GirardChief Financial Officer and
Secretary+1 778-373-4600+1 888 880 9797+1 778-373-0027
(FAX)invest@osigeospatial.com
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