SYS-CON MEDIA Authors: Xenia von Wedel, Peter Silva, Glenn Rossman, Ava Smith, Elizabeth White

News Feed Item

DDS Wireless Announces Proposed Going-Private Transaction

RICHMOND, BRITISH COLUMBIA -- (Marketwired) -- 05/01/14 -- DDS Wireless International Inc. (TSX: DD), a world leader in providing wireless data solutions for fleet management for more than 26 years ("DDS Wireless" or the "Company") is pleased to announce that it has entered into a formal arrangement agreement (the "Arrangement Agreement") with Ghai Investments Ltd. ("GIL"), a private company controlled by Vari Ghai, the Chief Executive Officer and a director of the Company, and 0998556 B.C. Ltd. (collectively with GIL, the "Purchaser"), a wholly-owned subsidiary of GIL, to purchase all of the outstanding securities of the Company. The obligations of 0998556 B.C. Ltd. are guaranteed by GIL.

Under the Arrangement Agreement, and subject to the satisfaction of the conditions in the Arrangement Agreement, the Purchaser will acquire all of the common shares of DDS Wireless (the "Common Shares"), other than those Common Shares held by the Purchaser and its affiliates, at a price of CDN$2.25 per Common Share (the "Consideration") by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). In addition, under the Arrangement, all of the outstanding options of the Company (the "Options") will be transferred to the Purchaser and cancelled and holders of Options will receive a cash amount equal to the amount by which the Consideration exceeds the exercise price payable under such Options, if any. The Consideration implies an equity value for DDS Wireless of approximately $31 million.

The Arrangement, if consummated, will constitute a "business combination" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Board of Directors of the Company (the "Board") formed a special committee (the "Special Committee") comprised of independent directors James Topham (Chair), Sal Visca and Mark Joseph to, among other things, review and evaluate the terms of the proposal from the Purchaser, to obtain and supervise the preparation of a formal valuation of the fair market value of the Common Shares, to make recommendations to the Board in respect of the proposal and to negotiate the terms and conditions of the Arrangement Agreement and related matters.

MNP LLP ("MNP"), a chartered accountancy and business advisory firm, was retained by the Special Committee to provide, under the supervision of the Special Committee, a formal valuation of the Common Shares in accordance with MI 61-101 (the "Valuation") and MNP's opinion as to the fairness of the Consideration to shareholders of the Company, other than the Purchaser and its affiliates, from a financial point of view (the "Fairness Opinion").

MNP has provided the Valuation to the Company, which reflects the determination that, based upon and subject to the assumptions, limitations and qualifications contained in the Valuation, as of March 31, 2014, the fair market value of the Common Shares is in the range of CDN$1.75 to CDN$1.92 per Common Share. Pursuant to the Fairness Opinion, MNP has provided its opinion that, based upon the scope of its review, analysis, qualifications and assumptions contained in the Fairness Opinion, as of April 30, 2014, the Consideration to be received by shareholders of the Company, other than the Purchaser and its affiliates, is fair, from a financial point of view, to such shareholders.

After consideration of the Valuation, the Fairness Opinion, the terms and conditions set forth in the Arrangement Agreement, the advice of its legal advisor and other factors set forth below the Special Committee determined that the Arrangement is in the best interests of DDS Wireless and fair to the affected securityholders and unanimously recommended that the Board approve the Arrangement, that the Company enter into the Arrangement Agreement and that the Board recommend to DDS Wireless shareholders that they vote in favour of the Arrangement. The Board (with interested directors abstaining), after receiving the unanimous recommendation of the Special Committee, has unanimously determined that Arrangement is in the best interests of the Company and fair to the affected securityholders and recommends that DDS Wireless shareholders vote in favour of the Arrangement.

In determining that the Arrangement is in the best interests of the Company and fair to the affected securityholders, and in turn recommending that shareholders of the Company vote in favour of the Arrangement at the Annual and Special Meeting (as defined below), the Board relied upon a number of factors, including, but not limited to the following:


--  The value of the Consideration payable under the Arrangement represents
    a premium of approximately 35% to the closing price of the Common Shares
    on the TSX on April 30, 2014, the trading day ending immediately prior
    to this announcement of the Arrangement, and a premium of approximately
    33% over the 20-day volume weighted average trading price of the Common
    Shares on the TSX prior to May 1, 2014.
--  As determined by the Valuation, and subject to the scope, key
    assumptions, restrictions and qualifications noted in the Valuation, the
    Consideration of CDN$2.25 per Common Share is above the valuation range
    of CDN$1.75 to CDN$1.92 per Common Share.
--  Trading in the Common Shares has been subject to low volumes and
    infrequency of trades for at least 6 months which indicates that the
    actual ability of large numbers of shareholders of the Company to
    realize the current trading price for their Common Shares is highly
    unlikely. Under the Arrangement, shareholders of the Company, other than
    the Purchaser and its affiliates, are offered 100% cash consideration
    for all of their Common Shares, providing shareholders with certainty of
    value and liquidity at an attractive premium to trading prices as well
    as the opportunity to sell their Common Shares free of broker
    commissions and fees.
--  Pursuant to the Fairness Opinion, MNP has provided its opinion that,
    based upon the scope of their review, analysis, qualifications and
    assumptions set out therein, as of April 30, 2014, the Consideration
    offered to shareholders of the Company, other than the Purchaser and its
    affiliates, is fair from a financial point of view.
--  The Special Committee unanimously approved the Arrangement.
--  The Board has not identified any realistic alternative transaction to
    the proposed Arrangement. While the terms of the Arrangement Agreement
    enable the Company to respond, prior to the approval of the Arrangement
    by shareholders, to bona fide acquisition proposals that the Board
    determines in good faith could reasonably be expected to lead to a
    Superior Proposal (as defined in the Arrangement Agreement), in view of
    the absolute majority control position of the Purchaser and its
    affiliates of 63.9% in the Company and their stated position that they
    will not sell their Common Shares to any third party, the emergence of a
    Superior Proposal is considered to be remote.
--  Certain shareholders of the Company, who collectively beneficially own
    or exercise control over approximately 11.7% of the outstanding Common
    Shares of the Company, have entered into support agreements with the
    Purchaser pursuant to which they have agreed to vote their respective
    Common Shares in favour of the Arrangement.

The Arrangement is subject to customary TSX, Court and regulatory approvals, including, but not limited to, the approval by not less than two-thirds of the votes cast by DDS Wireless shareholders, at a special meeting of the Company being called to consider the Arrangement and annual business (the "Annual and Special Meeting") and the approval by the "majority of the minority", being a majority of the votes cast by shareholders other than the Purchaser and its affiliates or other shareholders whose votes may not be included in determining if minority approval is obtained pursuant to MI 61-101.

The record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Annual and Special Meeting is May 19, 2014. The Annual and Special Meeting is expected to be held on or about June 23, 2014. An information circular in connection with the Arrangement is expected to be mailed to DDS Wireless shareholders by the end of May. It is anticipated that the Arrangement, if approved by DDS Wireless shareholders and the Supreme Court of British Columbia, will be completed as soon after the Annual and Special Meeting as possible.

The Arrangement Agreement provides, among other things, that the Company will not solicit, assist, initiate, facilitate, entertain or encourage any discussions, negotiations, proposals or offers concerning the pursuit of any other acquisition proposals or offers. Further, the Purchaser has the right to match any competing Superior Proposal for DDS Wireless in the event such a proposal is made.

The Arrangement Agreement also provides for a termination fee to be paid by the Company to the Purchaser, or by the Purchaser to the Company, in certain circumstances, including by the Company if the Company terminates the Arrangement Agreement to enter into an agreement with respect to a Superior Proposal.

Following completion of the Arrangement, the Common Shares will be de-listed from the TSX and DDS Wireless will apply to cease to be a reporting issuer under applicable securities laws. The DDS Wireless leadership team will remain in place after the Arrangement has been completed.

Copies of the Arrangement Agreement and certain related documents will be available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com. Further details regarding the Arrangement will be contained in the information circular for the Annual and Special Meeting which will be mailed to shareholders of the Company and filed on SEDAR in due course.

About DDS Wireless International Inc.

DDS Wireless International Inc. is a global leader in providing application software for multiple vertical markets within the transportation industry. The Company specializes in transit routing and scheduling, real-time dispatching, vehicle location and tracking software applications, communications infrastructure as well as in-vehicle wireless devices. DDS Wireless operates three businesses dedicated for Taxi, Transit and New Markets such as OEM partners, Limousines, Airport Shuttles and Buses. The Company supports its customers worldwide through its offices in Canada, Finland, Singapore, Sweden, U.K. and U.S.A.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements (collectively referred to as "forward-looking statements"), including statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential", or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements include, without limitation, statements regarding the completion of the Arrangement, the holding of the Annual and Special Meeting, the impact of the Arrangement on the continued growth and success of the Company and other statements that are not historical facts. While such forward-looking statements are expressed by DDS Wireless, as stated in this release, in good faith and believed by DDS Wireless to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, required DDS Wireless shareholder approval, TSX and Court approvals, the satisfaction or waiver of the conditions set out in the Arrangement Agreement, and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the Arrangement could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. DDS Wireless is not affirming or adopting any statements made by any other person in respect of the Arrangement 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, except as required by applicable securities law. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward -looking statements is at investors' own risk.

For further information about DDS Wireless, please visit www.ddswireless.com.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using ...
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series dat...
High-performing enterprise Software Quality Assurance (SQA) teams validate systems that are ready for use - getting most actively involved as components integrate and form complete systems. These teams catch and report on defects, making sure the customer gets the best software possible. SQA teams have leveraged automation and virtualization to execute more thorough testing in less time - bringing Dev and Ops together, ensuring production readiness. Does the emergence of DevOps mean the end of E...
"For the past 4 years we have been working mainly to export. For the last 3 or 4 years the main market was Russia. In the past year we have been working to expand our footprint in Europe and the United States," explained Andris Gailitis, CEO of DEAC, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The term culture has had a polarizing effect among DevOps supporters. Some propose that culture change is critical for success with DevOps, but are remiss to define culture. Some talk about a DevOps culture but then reference activities that could lead to culture change and there are those that talk about culture change as a set of behaviors that need to be adopted by those in IT. There is no question that businesses successful in adopting a DevOps mindset have seen departmental culture change, ...
"Verizon offers public cloud, virtual private cloud as well as private cloud on-premises - many different alternatives. Verizon's deep knowledge in applications and the fact that we are responsible for applications that make call outs to other systems. Those systems and those resources may not be in Verizon Cloud, we understand at the end of the day it's going to be federated," explained Anne Plese, Senior Consultant, Cloud Product Marketing at Verizon Enterprise, in this SYS-CON.tv interview at...
The Domain Name Service (DNS) is one of the most important components in networking infrastructure, enabling users and services to access applications by translating URLs (names) into IP addresses (numbers). Because every icon and URL and all embedded content on a website requires a DNS lookup loading complex sites necessitates hundreds of DNS queries. In addition, as more internet-enabled ‘Things' get connected, people will rely on DNS to name and find their fridges, toasters and toilets. Acco...
"Cloud consumption is something we envision at Solgenia. That is trying to let the cloud spread to the user as a consumption, as utility computing. We want to allow the people to just pay for what they use, not a subscription model," explained Ermanno Bonifazi, CEO & Founder of Solgenia, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect...
Enthusiasm for the Internet of Things has reached an all-time high. In 2013 alone, venture capitalists spent more than $1 billion dollars investing in the IoT space. With "smart" appliances and devices, IoT covers wearable smart devices, cloud services to hardware companies. Nest, a Google company, detects temperatures inside homes and automatically adjusts it by tracking its user's habit. These technologies are quickly developing and with it come challenges such as bridging infrastructure gaps,...
SYS-CON Media announced that Centrify, a provider of unified identity management across cloud, mobile and data center environments that delivers single sign-on (SSO) for users and a simplified identity infrastructure for IT, has launched an ad campaign on Cloud Computing Journal. The ads focus on security: how an organization can successfully control privilege for all of the organization’s identities to mitigate identity-related risk without slowing down the business, and how Centrify provides ...
SAP is delivering break-through innovation combined with fantastic user experience powered by the market-leading in-memory technology, SAP HANA. In his General Session at 15th Cloud Expo, Thorsten Leiduck, VP ISVs & Digital Commerce, SAP, discussed how SAP and partners provide cloud and hybrid cloud solutions as well as real-time Big Data offerings that help companies of all sizes and industries run better. SAP launched an application challenge to award the most innovative SAP HANA and SAP HANA...
"SAP had made a big transition into the cloud as we believe it has significant value for our customers, drives innovation and is easy to consume. When you look at the SAP portfolio, SAP HANA is the underlying platform and it powers all of our platforms and all of our analytics," explained Thorsten Leiduck, VP ISVs & Digital Commerce at SAP, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
"We help companies that are using a lot of Software as a Service. We help companies manage and gain visibility into what people are using inside the company and decide to secure them or use standards to lock down or to embrace the adoption of SaaS inside the company," explained Scott Kriz, Co-founder and CEO of Bitium, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Ar...