Press release from CNW Group
Look Communications Inc. Responds to NWT Uranium Corp. Announcement that it Will Make an Offer to Acquire Shares of Look Communications
Friday, January 11, 2013
Look Communications Inc. Responds to NWT Uranium Corp. Announcement that it Will Make an Offer to Acquire Shares of Look Communications17:30 EST Friday, January 11, 2013TORONTO, Jan. 11, 2013 /CNW/ - Look Communications Inc. ("Look") (NEX: LOK.H and LOK.K) today responded to the announcement on January 8, 2013 by NWT Uranium Corp. ("NWT") that the board of directors of its wholly owned subsidiary, Niketo Ltd. ("Niketo"), has resolved to make an all cash offer (the "NWT Offer") to acquire 33,260,968 multiple voting shares (or such number that will result in Niketo acquiring a voting interest of 49.9%) of Look at a price of $0.125 per share. The offer has not yet been received by Look and Look's shareholders are advised to take no action at this time. Look's board of directors, in accordance with its fiduciary duties and with counsel from its legal advisers, will fulfill its legal responsibility and will evaluate any formal offer and will recommend a course of action that is in the best interests of Look and its stakeholders.As a result of the NWT Offer, as well as certain other unsolicited non-binding acquisition proposals that Look has received following the announcement by Look on December 18, 2012 that it entered into a support agreement (the "Support Agreement") with Messrs. Robert Ulicki and Jeffrey Gavarkovs (collectively, the "Bidders") whereby the Bidders have agreed to make an all cash offer (the "Ulicki Offer") to acquire multiple voting shares of Look at a price of $0.11 per share, Look has agreed with the Bidders to extend the deadline for commencing the Ulicki Offer to a date following January 21, 2013 to be determined by the Bidders and/or Look. The Support Agreement otherwise remains in full force and effect, unamended.The board of directors of Look is not making any recommendation to shareholders with respect to the Ulicki Offer, the NWT Offer or any other acquisition proposal at this time. However, as previously announced, 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 Ulicki Offer. The board of directors will continue to evaluate the Ulicki Offer, the NWT Offer and any other acquisition proposal that Look receives in light of all available alternatives. There can be no assurance that the Ulicki Offer, the NWT Offer or any other transaction involving Look will completed as proposed, or at all.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.