Press release from CNW Group
Look Communications Enters into Support Agreement
Tuesday, December 18, 2012
Look Communications Enters into Support Agreement08:30 EST Tuesday, December 18, 2012TORONTO, Dec. 18, 2012 /CNW/ - Look Communications Inc. ("Look") (NEX: LOK.H), (NEX: LOK.K) announced today it has entered into a support agreement with Messrs. Robert Ulicki and Jeffrey Gavarkovs (collectively, the "Offerors") pursuant to which the Offerors have agreed to directly or indirectly make an offer to acquire up to 45,000,000 multiple voting shares (or such lesser number of shares as would ensure that the Offerors do not, following completion of the offer, hold greater than a 49.9% voting interest in Look) for $0.11 per share in cash (the "Offer").The Offer will be made solely for Look's multiple voting shares. However, holders of subordinate voting shares will be able to convert their subordinate voting shares into multiple voting shares solely for the purpose of tendering such multiple voting shares to the Offer, in accordance with and subject to the terms and conditions of the subordinate voting shares. In the event that such multiple voting shares are withdrawn from the Offer or are not acquired pursuant to the Offer for any other reason, such multiple voting shares will automatically convert back into subordinate voting shares in accordance with their terms. The full terms of the subordinate voting shares are set forth in Look's articles, which are publicly available under Look's profile at www.sedar.com.The board of directors of Look is not making any recommendation to shareholders with respect to the Offer. However, the board of directors, based on the recommendation of a special committee of independent directors of Look, has determined that the support agreement is in the best interests of Look and that the board will not make a negative recommendation to shareholders in relation to the Offer. The reasons for the board's determinations will be set forth in a directors' circular that will be mailed to Look's shareholders (including holders of subordinate voting shares) in due course, a copy of which will be publicly available under Look's profile at www.sedar.com.The support agreement allows Look to respond to proposals for alternative transactions (including proposals made in the context of the previously announced process by which Unique Broadband Systems Inc. ("UBS") will seek offers for the purchase of the 24,846,578 multiple voting shares and 29,921,208 subordinate voting shares of Look that it indirectly holds) in certain circumstances, and to support alternative transactions that the directors determine are more favourable than the Offer, from a financial point of view, to Look's shareholders (subject to certain conditions, including a right of the Offerors to match any superior proposal and payment of a $225,000 termination fee). The termination fee is not payable in connection with a sale by UBS of its shares of Look as part of the UBS sale process, unless Look adversely changes its recommendation in respect of the Offer or otherwise approves the UBS sale. In the event that at least 25 million multiple voting shares are taken up and paid for under the Offer, Look has agreed to use its commercially reasonable efforts to replace two of its existing directors with nominees of the Offerors and to cause Mr. Ulicki to be appointed as the Chief Executive Officer of Look, in each case subject to the fiduciary duties of Look's board. A complete copy of the support agreement will be publicly available under Look's profile at www.sedar.com.The commencement of the Offer is subject to certain conditions set forth in the support agreement. The completion of the Offer is also subject to certain conditions, including a minimum tender condition andthe absence of a material adverse change in respect of Look. There can be no assurance that the conditions of the Offer will be satisfied prior to the expiry time of the Offer, or that the Offer will be completed as proposed or at all. The full terms and conditions of the offer will be set forth in an offer and circular to be mailed to shareholders (including holders of subordinate voting shares) on or before January 14, 2013, a copy of which will be publicly available under Look's profile at www.sedar.com.About Look Communications Inc.Look's shares are listed on the NEX under the symbols "LOK.H" for Multiple Voting Shares and "LOK.K" for Subordinate Voting Shares. Look's website may be found at www.look.ca.The information contained in this release includes forward-looking statements regarding future events and the future performance of Look that involve risks and uncertainties that could cause actual results to differ materially. Assumptions used in the preparation of such information, although considered reasonable by Look at the time of preparation, may prove to be incorrect. The actual results achieved may vary from the information provided herein and the variations may be material. Consequently, there is no representation by Look that actual results achieved will be the same in whole or in part as those forecast.Neither the NEX nor its Regulation Services Provider (as that term is defined in the policies of the NEX) accepts responsibility for the adequacy or accuracy of this release.SOURCE: Look Communications Inc.