Prestige Telecom Provides Update on Proposed Acquisition of Radian

Prestige Telecom Inc. ("Prestige" or the "Company") (TSX VENTURE:PR) of
Montreal, Quebec, announces that it has amended some of the terms of its
previously announced acquisition of all of the outstanding shares of Radian
Communication Services (Canada) Limited ("Radian"), as well as certain United
States assets of an affiliate of Radian (the "Acquisition"). After completion of
the Acquisition, Prestige will provide outsourced telecommunications
infrastructure services to wireless, wireline, cable television networks and OEM
companies across Canada. Prestige will be well-positioned to capitalize on the
announced capital expenditure plans for new wireless networks and network
build-outs of Canada's incumbents and new entrants following the Advanced
Wireless Services spectrum auction.


Under the revised terms of the Radian purchase agreement, the purchase price of
Radian will be approximately $20.3 million, plus assumed debt of approximately
$0.6 million, subject to adjustments. The consideration paid to the owners of
Radian will consist of:


- Cash of $7.7 million;

- Approximately $6.3 million in common shares of Prestige (the "Common Shares")
at a deemed issue price of $0.25 per share; and


- Approximately $6.3 million in the form of convertible notes bearing interest
at 10% per annum if paid in cash or 12% per annum if interest is paid in kind
("PIK") in the form of additional PIK convertible notes (the "Convertible
Notes"), which Convertible Notes will be convertible at a price of $0.31 per
share for a period of three years.


Financing for the Acquisition will be as follows:

- The Company is in negotiations to establish a bank credit facility (the
"Credit Facility") in the anticipated authorized amount of $17.0 million with a
major Canadian financial institution, subject to satisfactory completion of any
outstanding due diligence, and satisfaction of all outstanding conditions
precedent;


- Prestige intends to complete a concurrent private placement offering of up to
28,000,000 Common Shares at a price of $0.25 per share for gross proceeds of up
to $7.0 million (the "Private Placement Financing");


- Prestige intends to complete a concurrent private placement of up to $4.5
million principal amount of convertible notes with the same terms as the
Convertible Notes being issued pursuant to the Acquisition (the "Convertible
Note Financing"); and


- Prestige intends to complete a brokered private placement of a minimum of
4,000,000 and a maximum of 12,000,000 Common Shares at a price of $0.25 per
share for gross proceeds of a minimum of $1 million and a maximum of $3 million
(the "Brokered Private Placement Financing"). The Common Shares issued pursuant
to the Brokered Private Placement Financing are eligible and meet the criteria
set under the Quebec SMB Growth Stock Plan (ACCRO), which program allows
eligible institutions to claim a 100% deduction on their Quebec taxes for any
ACCRO eligible shares they purchase, and all or a portion thereof may be sold to
such eligible institutions.


Prestige intends to use the gross proceeds of the Credit Facility, the Private
Placement Financing, the Convertible Note Financing and the Brokered Private
Placement Financing, to fund the cash portion of the purchase price for the
Acquisition, to repay Prestige's current bank credit facility, to pay the costs
of the Acquisition, and for working capital purposes.


"We are very pleased to proceed with the acquisition of Radian, creating a $100
million telecommunications infrastructure services company with a national
footprint and with wireless, wireline and cable TV network expertise," said
Pierre Yves Methot, Chairman and Chief Executive Officer of Prestige. "In the
past few months, following the AWS spectrum auction in Canada,
telecommunications companies have acted quickly to announce plans to utilize
their new spectrum, with incumbents announcing plans to upgrade their wireless
networks and new entrants announcing plans for network build outs. We are now
well-positioned to take advantage of the rapid expansion and upgrading of our
customers' networks, as well as the growing trend to increased outsourcing of
infrastructure services by these telecommunications companies."


Blackmont Capital Inc. ("Blackmont" or the "Agent") was retained by Prestige to
act as financial advisor in connection with the Acquisition of Radian and
Prestige has engaged Blackmont, to act as agent of Prestige on a commercially
reasonable efforts basis for the Brokered Private Placement Financing and the
Private Placement Financing. In connection with the Brokered Private Placement
Financing, the Agent will be paid a cash commission of 8%, will be reimbursed
for its expenses, and will be issued agent's compensation options to purchase up
to 8% of the Common Shares issued under the Brokered Private Placement
Financing. In connection with the Private Placement Financing, the Agent will be
paid a cash advisory fee of 4.5%.


The Acquisition of Radian is expected to close concurrent with the closing of
the Private Placement Financing, Convertible Note Financing, Credit Facility and
Brokered Private Placement Financing, and is also subject to the receipt of
required regulatory and other approvals; the entering into of non-competition
agreements with certain of the Radian vendors; the entering into of a
qualification rights agreement among Prestige, Radian's shareholder and other
parties; and the receipt of all necessary third party consents.


The Company is in negotiations with an arm's length private entity based in
Montreal, Quebec (the "Major Investor"), pursuant to which, in the event such
transactions are completed, the Major Investor would acquire 18,000,000 Common
Shares pursuant to the Private Placement Financing and $4,500,000 principal
amount of Convertible Notes pursuant to the Convertible Note Financing.


Upon completion of the Acquisition, Private Placement Financing, Convertible
Note Financing, Credit Facility and Brokered Private Placement Financing, a
nominee of the Major Investor will join the Board of Directors of Prestige and
Brian W. McFadden will resign as a Director to make room on the Board for the
nominee.


About Radian

Radian (www.radiancorp.com), 89%-owned by Onex Corporation, provides technical
and aerial services to the Canadian communications and broadcast industries.
Radian has over 310 full-time-equivalent employees operating from seven branch
and service offices across Canada and the U.S. Radian's services include network
design, equipment installation, tower engineering, site construction, and
infrastructure and equipment maintenance. Radian's deployment expertise ranges
from stand-alone projects such as a broadcast tower installation, to large
multi-site network deployments on a national basis for wireless communications.
Given the significant reorganization of the balance sheet of Radian as part of
the acquisition, management of Prestige is of the view the only relevant
financial information of Radian for the year ended December 31, 2007, is that
Radian had revenue of $57.7 million and adjusted EBITDA(1) of $3.3 million, and
for the six months ended June 30, 2008, Radian had revenue of $26.8 million and
adjusted EBITDA(1) of $1.0 million. The Radian financial statements for the year
ended December 31, 2007 are audited and the Radian financial statements for the
six months ended June 30, 2008 are unaudited.


About Prestige Telecom Inc.

Prestige is a leading provider of network engineering, materials furnishing,
installation and support services (commonly referred to as EF&I services)
required to construct, operate and maintain wireline, wireless and cable
television networks. Prestige assists telecommunications original equipment
manufacturers and service providers to engineer, install and upgrade their
infrastructures to support enhanced voice, high speed data and video services.


In Canada, Prestige operates eight service locations based in Montreal, Quebec;
Mississauga and Markham, Ontario, Surrey, British Columbia, Calgary and
Edmonton, Alberta, Bedford, Nova Scotia and St-John, New Brunswick and has 400
professional and technical personnel. Prestige operates in the United States
market through a mutual subcontractor agreement with Comforce Telecom Inc. under
the trade name Prestige Comforce Professional Services ("PCPS"). PCPS is based
in Plano, Texas and provides services to customers throughout the United States.


Prestige currently has 55,691,568 Common Shares outstanding.

(1) Earnings before interest, taxes, depreciation, amortization, foreign
exchange and integration costs. Adjusted EBITDA for Radian represents the EBITDA
for this company, adjusted for the assets being sold and non-recurring expenses.


Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Prestige will not update these forward-looking statements
to reflect events or circumstances after the date hereof. More detailed
information about potential factors that could affect financial results is
included in the documents filed from time to time with the Canadian securities
regulatory authorities by Prestige.


The securities of Prestige being offered have not been, nor will be, registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons absent U.S. registration or an applicable exemption from U.S.
registration requirements. This release does not constitute an offer for sale of
securities in the United States.
Peak Gold Ltd Com Npv (TSXV:PIK)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024