TORONTO, ONTARIO -- (Marketwire) -- 02/22/12 -- Aastra Technologies Limited - (TSX: AAH) today announced that its Board of Directors has authorized an offer to repurchase for cancellation up to $50 million of its common shares.
Shareholders wishing to tender to the proposed bid may do so by electing one of two options: (i) tendering into the Dutch auction process or (ii) electing a proportionate tender. If a shareholder elects a proportionate tender, they will not be permitted to participate in the Dutch auction process.
The Dutch auction tender process allows shareholders to tender the number of shares they wish within the specified range of $21.00 to $23.00 per share. The purchase price to be paid by Aastra for each common share properly tendered will be based on the number of shares tendered and the prices specified by shareholders making tenders pursuant to the Dutch auction process as will be further specified in the bid. Common shares tendered at prices equal to or below the purchase price will be purchased at the purchase price subject to proration. Common shares tendered at prices above the purchase price will be returned to shareholders.
Alternatively, shareholders may make a proportionate tender that will allow them to maintain their current proportionate share ownership in Aastra following the completion of the bid where the price per common share and the amount of common shares taken-up under the proportionate tender will be based upon the results of the Dutch auction process.
As of February 21, 2012, there were 14,031,485 outstanding common shares of Aastra.
Shen Capital Corporation, a private company under the direction and control of Francis N. Shen, the Chairman and Co-Chief Executive Officer of Aastra, is the owner of 1,403,522 common shares (representing approximately 10% of the outstanding common shares). 1615282 Ontario Limited, a private company under the direction and control of Anthony P. Shen, Co-Chief Executive Officer, President and Chief Operating Officer of Aastra, is the owner of 427,406 common shares (representing approximately 3% of the outstanding common shares). Each of Shen Capital Corporation and 1615282 Ontario Limited has advised Aastra that it intends to make a proportionate tender in accordance with the proposed bid.
Aastra has retained TD Securities Inc. to act as exclusive financial advisor and Dealer Manager in connection with this bid.
An issuer bid circular containing full details of the offer and procedures for tendering common shares is expected to be mailed to shareholders on or about February 27, 2012. The offer, which is subject to regulatory approval, will expire at 5:00 p.m. EST (Toronto time) on or about April 10, 2012, unless extended by Aastra.
About Aastra Technologies Limited
Aastra Technologies Limited (TSX: AAH), 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 www.aastra.com.
This press release contains forward-looking information or forward-looking statements within the meaning of applicable securities legislation ("forward-looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, potentials, future events or performance (often, but not always, using words or phrases such as "believes", "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", or "intends" or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken or achieved) are not statements of historical fact, but are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Aastra, or developments in Aastra's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to: the number of shares Aastra may repurchase under the substantial issuer bid, the substantial issuer bid may or may not be an appropriate use of Aastra's corporate funds, the market price of the Common Shares does not fully reflect the value of Aastra (including its future potential), Shen Capital Corporation and 1615282 Ontario Limited intend to make proportionate tenders in accordance with the terms of the bid and other factors set out in Aastra's public filings with securities regulators from time to time. It is important to note that: unless otherwise indicated, forward-looking statements in this press release describe Aastra's expectations as of the date of this press release; Aastra cautions readers not to place undue reliance on the forward-looking statements in this press release as actual results may differ materially from expectations if known and unknown risks or uncertainties affect Aastra's business, or if estimates or assumptions prove inaccurate. Therefore, Aastra cannot provide any assurance that forward-looking statements will materialize and Aastra assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or other reason.
Aastra Technologies Limited