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Mitel Obtains Shareholder Approval To Merge With Aastra

Stocks in this article: MITL

OTTAWA, Ontario, Dec. 3, 2013 (GLOBE NEWSWIRE) -- Mitel Networks Corporation (Nasdaq:MITL) (TSX:MNW), a leading provider of cloud and premises-based unified communications software solutions, today announced that each of the TSX and NASDAQ has accepted the written consents of entities controlled by Francisco Partners and Dr. Terence Matthews, who together control approximately 60% of Mitel's common shares, as evidence of Mitel shareholder approval of the company's proposed merger with Aastra Technologies Limited (TSX:AAH).

Written Consent in Lieu of Shareholder Meeting

Mitel has obtained the irrevocable written consent of Kanata Research Park Corporation (" KRPC") and of Arsenal Holdco I S.A.R.L. (" Arsenal I") and Arsenal Holdco II S.A.R.L. (" Arsenal II", and together with Arsenal I, " Arsenal") with respect to the proposed merger. As previously announced on November 11, 2013, following arm's length negotiations, Mitel has agreed to acquire all of the outstanding common shares of Aastra by way of a plan of arrangement under the Canada Business Corporations Act for US$6.52 in cash plus 3.6 Mitel common shares per each Aastra common share.

Under section 611(c) of the TSX Company Manual the merger requires the approval of Mitel shareholders by majority vote, as the number of Mitel common shares (" Mitel Shares") to be issued in connection with the merger (the " Mitel Share Issuance") exceeds 25% of the total number of outstanding Mitel Shares. Such written consent of KRPC and Arsenal has been submitted to the TSX under section 604(d) of the TSX Company Manual as written evidence of the required shareholder approval of the Mitel Share Issuance.

Under Section 5635(a)(1)(A) of the NASDAQ Stock Market Rules, the merger requires the approval of Mitel shareholders by majority vote, as the Mitel Share Issuance exceeds 20% of the total number of outstanding Mitel Shares. The written consent of KRPC and Arsenal has been submitted to NASDAQ in connection with its review of the listing of the Mitel Share Issuance and NASDAQ has raised no objections regarding the written evidence of the required shareholder approval of the Mitel Share Issuance.

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