VANCOUVER, March 28, 2017 /CNW/ - TIO NETWORKS CORP. (TSX-V: TNC, the "Company" or "TIO") is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), the leading independent proxy advisory firms that provide voting recommendations to institutional investors, have each recommended that TIO shareholders approve the proposed plan of arrangement with PayPal, Inc. ("PayPal"), and Tahoe Acquisition ULC, a wholly-owned subsidiary of PayPal, whereby PayPal will indirectly acquire all of the issued and outstanding shares of TIO for $3.35 CAD in cash per TIO share (the "Arrangement").
ISS and Glass Lewis have both indicated the Arrangement is in the best interests of TIO shareholders and recommended that shareholders of TIO vote FOR the proposed Arrangement. Specifically, in its March 24, 2017 report, ISS concluded "in light of the cash premium which provides certainty of value, immediate liquidity, and the favourable market reaction, shareholder approval of this resolution is warranted". In its March 27, 2017 recommendation, Glass Lewis recommended that shareholders vote FOR the Arrangement for a number of reasons, including the financial aspects of the transaction and the fact that the Board of Directors of TIO supported the Arrangement.
Special Meeting
The special meeting of the shareholders and optionholders of TIO (the "Securityholders") is scheduled to be held at 10:00 a.m. (Vancouver time) on Monday, April 10, 2017 at Fasken Martineau DuMoulin LLP, Suite 2900, 550 Burrard Street, Vancouver, BC, Canada.
The Securityholders are encouraged to review the management information circular of TIO dated March 7, 2017 (the "Circular"), which provides a detailed discussion of the Arrangement. A copy of the Circular and related documents have been mailed to the Securityholders. Copies of the Circular and related documents can be obtained via SEDAR (www.sedar.com), or by contacting Laurel Hill Advisory Group toll-free at 1-877-452-7184 or at 416-304-0211 or by email at [email protected].
The Board of Directors of TIO have Unanimously Recommended that the Securityholders vote FOR the Arrangement prior to the proxy voting deadline of Thursday, April 6, 2017 at 10:00 a.m. (Vancouver time).
How to Vote
| Voting Method |
Registered Shareholders and Optionholders If your shares are held in your name and represented by a physical certificate or you are an option holder. |
Beneficial Shareholders If your shares are held with a broker, bank or other intermediary. |
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| Internet |
You will need your 15-digit control number located on your form of proxy. |
You will need your 12-digit control number located on your voting instruction form. You may also obtain your control number from your broker. |
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| Telephone |
1-866-732-8683 You will need your 15-digit control number located on your form of proxy. |
Call the toll-free telephone number listed on your voting instruction form and vote using the 12 digit control number provided therein. You may also obtain your control number from your broker. |
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| Facsimile |
1-866-249-7775 416-263-9524 (outside North America) |
Complete, date and sign the voting instruction form and fax it to the number listed therein. |
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Complete, date and sign the proxy and Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 |
Complete, date and sign the voting instruction form and return it in the enclosed postage paid envelope. |
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Due to the essence of time, the Securityholders are encouraged to vote online, by fax or by telephone as set out above, in the Circular and voting materials.
Securityholder Questions
If you have any questions about the information contained in the Circular or require assistance with voting your shares, please contact TIO's Proxy Solicitor, Laurel Hill Advisory Group, toll-free at 1-877-452-7184 or at 416-304-0211 or by email at [email protected].
About TIO
TIO is a cloud-based multi-channel bill payment processing and receivables management provider, serving the largest telecom, wireless, cable, and utility bill issuers in North America. TIO integrates with the back office of billing systems to accept, validate, and collect payments via self-service kiosk, retail walk-in, mobile, and web solutions. With approximately 60 million transactions processed in fiscal 2016 and a processing network that serves more than 10,000 billers, TIO symbolizes fast, convenient, and secure access to expedited bill payment services.
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This press release contains "forward-looking" statements within the meaning of applicable securities laws. Forward-looking statements and information relate to future events including the timing of the closing of the Arrangement. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", expect", "intend", and statements that an event or result "may", "will", "should", "could", or "might" occur or be achieved and any other similar expressions.
Assumptions upon which such forward-looking statements are based include, among others, that the conditions to closing of the Arrangement will be satisfied, that the transactions contemplated by the agreement to consummate the Arrangement will be completed on the terms set out in such agreement, that all required regulatory, securityholder and court approvals will be obtained on a timely basis, and that the business prospects and opportunities of each of PayPal and TIO will proceed as anticipated. Many of these assumptions are based on factors and events that are not within the control of PayPal or TIO, and there is no assurance they will prove to be correct or accurate. Factors that could cause or contribute to such differences include, but are not limited to, the timing and possible outcome of securityholder, regulatory and court approvals in connection with the Arrangement, the possibility that the Arrangement may not close, the reaction of TIO's customers and business partners to the Arrangement, the reaction of competitors to the Arrangement, the retention of TIO employees, PayPal's plans for TIO, economic and political conditions in the global markets in which PayPal and TIO operate, the future growth of PayPal's and TIO's businesses and the possibility that integration following the Arrangement may be more difficult than expected
Forward-looking statements are not a guarantee of future performance and actual results and future events could differ materially from those discussed in any such forward-looking statements. All of the forward-looking statements contained in this press release are qualified by these cautionary statements. Readers cannot be assured that actual results will be consistent with such statements. The Arrangement may not be completed on the terms described above, or at all. Accordingly, readers are cautioned against placing undue reliance on any of the forward-looking statements contained herein. TIO expressly disclaims any intention or obligation to update or revise any forward-looking statements in this press release, whether as a result of new information, events or otherwise, except as required by applicable securities laws.
SOURCE TIO Networks Corp.
If you have any questions about the information contained in the Circular or require assistance with voting your shares, please contact TIO's Proxy Solicitor, Laurel Hill Advisory Group, toll-free at 1-877-452-7184 or at 416-304-0211 or by email at [email protected].
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