Télésystème Ltée., Jerry Tarasofsky, Capability Snapshot Inc., The Elaine Tarasofsky Family Trust, Stephen James Berns, The Stephen James Berns Trust, Daniel Taras, Robert Duff Anderson, FIER ID, s.e.c. and FIER SUCCÈS, s.e.c. (collectively, the “Rollover Shareholders”) will exchange, immediately prior to the Transaction, all of their Shares for shares of a wholly-owned subsidiary of XPND.
The Transaction will be effected by way of a statutory amalgamation of iPerceptions with a wholly-owned indirect subsidiary of XPND under the Canada Business Corporations Act, requiring the approval of (i) two-thirds of the votes cast by holders of Shares and (ii) a simple majority of the votes cast by shareholders other than the Rollover Shareholders (the “Public Shareholders”). A special meeting of shareholders will be held to consider the Transaction on March 14, 2012. The Transaction will also be subject to customary conditions precedent, including obtaining regulatory approvals, if any.
Subject to receiving the required iPerceptions shareholder and regulatory approvals, if any, and the satisfaction of the other customary conditions, it is anticipated that this transaction would close before the end of the first quarter of 2012.
Other Transaction Terms
iPerceptions has agreed not to solicit competing acquisition proposals for the Corporation but has retained the ability to consider a competing acquisition proposal not solicited by it which the Board of Directors (the “Board”) of the Corporation believes, in the exercise of its fiduciary duties, represents a superior proposal and to terminate the Agreement in the event of such superior proposal, subject to XPND’s right to match or being paid a minimum termination fee of $150,000.
Board Approves Unanimously
On October 12, 2012, an independent committee (the “Independent Committee”) of the Board comprised of three independent directors, namely: Mr. Jean Lavigueur (Chairman), Mr. Claude Blanchet and Ms. Daphne Kis, was formed for the purpose, among other things, of considering a proposal from XPND. The proposed Transaction has been approved unanimously by the Board (with interested directors abstaining) following the report and favourable unanimous recommendation of the Independent Committee. In doing so, the Board determined that the Transaction is fair to the Public Shareholders and in the best interests of iPerceptions and its shareholders and authorized the submission of the Transaction to shareholders of the Corporation for their approval at a special meeting of shareholders. The Board has also determined unanimously (with interested directors abstaining) to recommend to the shareholders of iPerceptions that they vote in favour of the Transaction.