Redline Communications Shareholders Approve Acquisition by Aviat Networks, Inc.

TORONTO, June 21, 2022 /CNW/ - Redline Communications Group Inc. ("Redline" or the "Company") (TSX: RDL), a leading provider of mission-critical data infrastructure for remote and harsh environments, is pleased to announce the outcome of the shareholder vote at the annual and special meeting of shareholders ("Shareholders"), which was held earlier today ("Meeting"). At the Meeting, the Shareholders voted overwhelmingly in favor of the previously announced proposed 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.

At the Meeting, Shareholders holding approximately 97.53% of the Common Shares, and 95.54% of the Common Shares excluding votes attached to Common Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Security Holders in Special Transactions, voted in favor of the special resolution approving the Arrangement. In addition, at the Meeting Shareholders holding approximately 99.57% of the Common Shares voted in favor of a special resolution approving the reduction of stated capital of the Common Shares of the Company that is required in order to complete the Arrangement.

Completion of the Arrangement remains subject to various customary conditions, including the approval of the Ontario Superior Court of Justice (Commercial List) (the "Court"). The Company intends to seek a final order from the Court to approve the Arrangement at a hearing expected to be held on June 28, 2022.

Further information about the Arrangement is set out in Redline's management information circular dated May 18, 2022 which has been filed under Redline's profile on SEDAR at www.sedar.com. 

In addition, at the Meeting, all five nominees for the board of directors of the Company were elected, the voting results of which are as follows:

Director	Number and percentage of Common Shares represented in person or by proxy and entitled to vote at the Meeting that were voted FOR	Number and percentage of Common Shares represented in person or by proxy and entitled to vote at the Meeting that were WITHHELD from voting
Josef Vejvoda	10,157,063 (93.21 %)	739,600 (6.79 %)
D. Neil McDonnell	10,300,563 (93.46 %)	721,100 (6.54 %)
Ronan McGrath	10,848,863 (99.56 %)	47,800 (0.44 %)
Dr. Amiee Chan	10,323,263 (93.66 %)	698,400 (6.34 %)
Richard Yoon	10,307,763 (93.52 %)	713,900 (6.48 %)

Shareholders also approved the reappointment of KPMG LLP as auditor of the Company for the ensuing year and the authorization of directors to fix their renumeration. Details of the voting results will be filed under Redline's profile on SEDAR and may be accessed at www.sedar.com. 

If Shareholders have questions regarding the Arrangement or the other matters considered at the Meeting, please contact:

Richard Yoon
Chief Executive Officer
 [phone],
 [email protected]

About Redline Communications
Redline Communications (TSX:RDL) designs and manufactures powerful wide-area wireless networks for mission-critical applications in challenging locations. Redline networks are used by Oil & Gas companies onshore and offshore, Mining companies on surface and underground operations, by municipalities to remotely monitor infrastructure, and by specialized telecom service providers to deliver premium services. Hundreds of businesses worldwide rely on Redline to engineer, plan and deliver ruggedized, secure and reliable networks for their IoT, voice, data, and video communications needs. For more information visit www.rdlcom.com.

Forward-Looking Statements
Certain statements in this release may constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. Such statements include with respect to Redline, its beliefs and expectations regarding the ability to close the Arrangement, the ability to obtain Court approval, and the satisfaction of other conditions to the closing of the Arrangement on proposed terms and in the time assumed. In some cases, forward-looking statements can be identified by terms such as "could", "expect", "may", "will", "anticipate", "believe", "intend", "estimate", "plan", "potential", "project" or other expressions concerning matters that are not historical facts. Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such forward-looking statements are not promises or guarantees of future performance and involve both known and unknown risks and uncertainties that may cause the actual results, performance, achievements or developments of Redline to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements, by their nature, are based on certain assumptions regarding expected growth, management's current plans, estimates, projections, beliefs, opinions and business prospects and opportunities (collectively, the "Assumptions"). While the Company considers these Assumptions to be reasonable, based on the information currently available, they may prove to be incorrect.

Many risks, uncertainties and other factors could cause the actual results of Redline to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include but are not limited to the following: the ability to close the Arrangement; the ability of Redline to obtain court approval and the satisfaction of other conditions to the closing of the Arrangement on proposed terms and in the time assumed; significant competition, competitive pricing practices, cautious capital spending by customers, industry consolidations, rapidly changing technologies, evolving industry standards, frequent new product introductions, short product life cycles and other trends and industry characteristics affecting the telecommunications industry; any material, adverse effects on Redline's performance if its expectations regarding market demand for particular products prove to be wrong; any negative developments associated with Redline's suppliers and contract manufacturing agreements including the Company's reliance on certain suppliers for key components; potential penalties, damages or cancelled customer contracts from failure to meet delivery and installation deadlines and any defects or errors in Redline's current or planned products; fluctuations in foreign currency exchange rates; potential higher operational and financial risks associated with Redline's efforts to expand internationally; a failure to protect Redline's intellectual property rights, or any adverse judgments or settlements arising out of disputes regarding intellectual property; changes in regulation of the wireless industry or other aspects of the industry; any failure to successfully operate or integrate strategic acquisitions, or failure to consummate or succeed with strategic alliances; and Redline's potential inability to attract or retain the personnel necessary to achieve its business objectives or to maintain an effective risk management strategy (collectively, the "Risks").

For additional information on these Risks, see Redline's most recently filed Annual Information Form and Annual MD&A, which are available on SEDAR at www.sedar.com and on the Company's website at www.rdlcom.com. Redline assumes no obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by law. All forward looking statements contained in this release are expressly qualified in their entirety by this cautionary statement

SOURCE Redline Communications Group Inc.

Redline Contact: Richard Yoon, Chief Executive Officer, [phone], [email protected]; Investor Relations Contact, Ron Shuttleworth, Partner, OakHill Financial, [phone], [email protected]