Colba.Net Shareholders Approve Share Consolidation and Privatization

MONTREAL, QC / ACCESSWIRE / June 29, 2016 / Colba.Net Telecom Inc. (CSE: CB) (“Colba.Net” or the ”Corporation”) announces that its shareholders have approved, at their meeting held today, a special resolution authorizing the amendment of the Corporation’s articles to effect a going private transaction by way of consolidation of its common shares at a ratio of one new common share for every 25,000,000 existing common shares (the “Consolidation”). Under the Consolidation, fractions of new common shares will be cancelled and the Corporation will pay a consideration of $0.10 for each common share that forms part of such a fraction. Following the Consolidation, the Corporation’s only beneficial shareholder is expected to be its President and Chief Executive Officer, Joseph Bassili.

The Consolidation is exempt from the requirements under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (the “Regulation”) to obtain “minority shareholder approval” and a formal valuation of the Common Shares since Mr. Bassili beneficially owns an aggregate of 30,230,780 Common Shares, representing 90.4% of the issued and outstanding Common Shares, and because none of Colba.Net’s securities are listed or quoted on any exchanges or markets listed in the Regulation.

Colba.Net’s common shares will be delisted from the Canadian Securities Exchange as of the close of business today. The Corporation will soon amend its articles to implement the Consolidation and then apply to cease to be a reporting issuer in Canada, thereby reverting to privately-held status.

Letters of transmittal were mailed to registered holders of the Corporation’s shares with its management information circular, explaining how to deposit their shares and obtain payment. Registered shareholders are invited to return their duly-completed letters of transmittal to Computershare Investor Services Inc., which they must do in order to receive the consideration to which they are entitled. Non-registered shareholders should follow the instructions from the broker, investment dealer, bank, trust company or other intermediary that holds their shares on their behalf.

For more details about the Consolidation, see Colba.Net’s circular dated May 31, 2016, available at www.sedar.com.

Forward-Looking Statements

Certain statements in this press release may be forward-looking, including those with respect to the completion of the Consolidation, the de-listing of the Common Shares, the payments to be made to the Shareholders and the privatization of the Corporation. Although the Corporation believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include (i) the Corporation will succeed in obtaining all regulatory approvals necessary in connection with the transactions described in this press release, including the authorization to cease to be a reporting issuer from the relevant securities regulators and (ii) generally, no event will occur or fail to occur so as to prevent the Corporation from proceeding with the above-described transactions. Factors that could cause actual results to differ materially from expectations include (i) a refusal on the part of the appropriate regulatory authorities to grant the necessary approvals, (ii) the Corporation’s inability to make payment to the Shareholders for unexpected and unforeseen reasons, and (iii) generally, the Corporation’s inability to implement the above-described transactions for any reason. A description of other risks affecting the Corporation’s business and activities appears under the heading “Risk and Uncertainties” on pages 9 to 10 of Colba.Net’s 2015 annual management’s discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that the Corporation will derive therefrom. In particular, no assurance can be given as to the future financial performance of Colba.Net. Colba.Net disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event, except as required under applicable law. The reader is warned against undue reliance on these forward-looking statements.

For Further Information Please Contact:

Mr. Joseph Bassili
President and CEO
Colba.Net Telecom Inc.
514-227-1673

SOURCE: Colba.Net Telecom Inc. 

ReleaseID: 441807