공시 • Jul 08
Redline Communications Ordinary Shares to Be Deleted from Other OTC Redline Communications Group Inc. Ordinary Shares (Canada) will be deleted from Other OTC effective July 07, 2022. The deletion is due to Acquisition /Merger /Amalgamation. 공시 • Jul 07
Aviat U.S., Inc. completed the acquisition of Redline Communications Group Inc. (TSX:RDL) from a group of shareholders. Aviat U.S., Inc. entered into a non-binding letter of interest to acquire Redline Communications Group Inc. (TSX:RDL) from a group of shareholders for CAD 15.5 million on January 18, 2022. Aviat U.S., Inc. entered into an arrangement agreement to acquire Redline Communications Group Inc. from a group of shareholders on April 13, 2022. Under the agreement, Aviat will acquire all outstanding shares of Redline for CAD 0.90 per common share, in an all-cash transaction valued at approximately CAD 16.2 million, debt free basis. Aviat expects to fully fund the acquisition from cash on hand from the balance sheet. The Arrangement Agreement also provides for the payment of a termination fee of CAD 0.65 million to Aviat in the event the Transaction is terminated in certain specified circumstances, including if Aviat does not exercise its right to match in the context of a superior proposal supported by Redline. The Transaction has been unanimously approved by Aviat’s Board of Directors. The full Board of the Directors of Redline unanimously approved the Transaction. The transaction is subject to customary closing conditions and necessary regulatory approvals. The Transaction will be carried out by way of a Court-approved plan of arrangement under the Canada Business Corporations Act. The implementation of the Arrangement will be subject to the approval of at least 66 2/3% of the votes cast by Redline shareholders. Redline’s Board of Directors established a Special Committee of independent directors (D. Neil McDonnell and Josef Vejvoda) to oversee the Transaction discussions and the Arrangement. Redline Communications Group shareholders meeting will be held on June 21, 2022. All directors and executive officers of Redline and certain other shareholders of Redline, holding approximately 29.7% of the issued and outstanding Redline Shares as of the date hereof, have entered into voting and support agreements in favour of Aviat. As of June 21, 2022, the transaction was approved by Redline shareholders. As of June 29, 2022, Redline Communications obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the transaction.
The transaction is expected to close within four months. As of June 29, 2022, the transaction is expected to close in the first half of July 2022. It is expected this deal to be immediately accretive to Aviat’s gross margin %, Adjusted EBITDA, non-GAAP EPS, and Free Cash Flow all in the first year. Evans & Evans, Inc., financial advisor to Redline, has provided a fairness opinion to the Board of Directors of Redline. Cat Youdan of Blake, Cassels & Graydon LLP acted as legal advisor to Aviat Networks, Inc. Richard Yoon, Iaint Mant of Fasken Martineau DuMoulin LLP acted as legal advisor to Redline. Computershare Investor Services acted as transfer agent to Redline.
Aviat U.S., Inc. completed the acquisition of Redline Communications Group Inc. (TSX:RDL) from a group of shareholders on July 5, 2022. The Redline common shares are expected to be delisted from the Toronto Stock Exchange on or about July 7, 2022 and Redline has made an application to cease to be a reporting issuer under applicable Canadian securities law. 공시 • Jun 30
Redline Communications Group's Common Shares to Be Delisted from the Toronto Stock Exchange Redline Communications Group Inc. (TSX:RDL) ("Redline" or the "Company") announced that the Company has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement (the "Arrangement") with Aviat Networks Inc. ("Aviat") pursuant to which Aviat, through a wholly-owned subsidiary, would acquire all of the outstanding common shares of Redline (the "Common Shares") for CAD 0.90 per Common Share. Redline expects to complete the Arrangement in the first half of July 2022, subject to satisfaction or waiver of the remaining closing conditions of the Arrangement. Following completion of the Arrangement, it is anticipated that the Common Shares will be delisted from the Toronto Stock Exchange and the Company will cease to be a reporting issuer under applicable Canadian securities law. Reported Earnings • May 13
First quarter 2022 earnings: EPS and revenues exceed analyst expectations First quarter 2022 results: US$0.15 loss per share (down from US$0.068 loss in 1Q 2021). Revenue: US$4.30m (up 15% from 1Q 2021). Net loss: US$2.67m (loss widened 127% from 1Q 2021). Revenue exceeded analyst estimates by 14%. Earnings per share (EPS) also surpassed analyst estimates by 83%. Over the last 3 years on average, earnings per share has fallen by 28% per year but the company’s share price has only fallen by 17% per year, which means it has not declined as severely as earnings. Board Change • Apr 27
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. Independent Chairman of the Board David McDonnell is the most experienced director on the board, commencing their role in 2019. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. 공시 • Apr 22
Redline Communications Group Inc., Annual General Meeting, Jun 21, 2022 Redline Communications Group Inc., Annual General Meeting, Jun 21, 2022. 