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LOREX Technology Inc. Shareholders Approve Plan of Arrangement with FLIR Systems, Inc.
By: Marketwired .
Dec. 13, 2012 01:21 PM
MARKHAM, ONTARIO -- (Marketwire) -- 12/13/12 -- LOREX Technology Inc. (TSX VENTURE:LOX) ("LOREX") announced today that at a special meeting of the shareholders of Lorex (the "Meeting") held earlier today, LOREX received the requisite shareholder approval for the plan of arrangement (the "Arrangement"), pursuant to which FLIR Systems, Inc. will acquire all the issued and outstanding common shares of LOREX (the "Common Shares"). Over 77% of LOREX's shareholders were represented in person or by proxy at the Meeting, and over 99% of the Common Shares voted at the Meeting were voted in favor of the special resolution approving the Arrangement.
Under the Arrangement, LOREX shareholders will receive Cdn $1.30 in cash for each outstanding Common Share, which represents a premium of approximately 35.4% to the trading price of the Common Shares on the TSX Venture Exchange (the "TSXV"), being Cdn $0.96, on October 24, 2012, the last trading day on the TSXV prior to the announcement of the Arrangement, and represents a premium of approximately 34% over the thirty-day average trading price for the Common Shares on the TSXV, being Cdn $0.97, for the period ending October 23, 2012, valuing LOREX at approximately C$60 million in total enterprise value.
The completion of the Arrangement remains subject to final court approval, which LOREX will seek on December 19, 2012, with a view to completing the Arrangement on December 20, 2012.
Full details of the Arrangement and certain other matters are set out in the management information circular of LOREX (the "Information Circular") dated November 12, 2012. A copy of the definitive agreement, the Information Circular, and other meeting materials can be found under LOREX's profile at www.sedar.com.
This news release contains certain statements that may be deemed "forward-looking statements." Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this press release relate to LOREX's completion of the Arrangement. The forward-looking information reflects predictions and does not in any way reflect a guarantee. Factors which could cause actual results to differ materially from current projections include, among other things: the conditions in the definitive agreement not being satisfied prior to the outside date of the agreement including LOREX not obtaining the final court approval or approval of the TSX Venture Exchange. LOREX cautions that this is not an exhaustive list of factors that may affect the forward-looking information contained in this press release. Potential investors and readers are urged to give careful consideration to all of these factors in evaluating any forward-looking information and are cautioned not to place undue reliance on such information. While LOREX believes that its projections are reasonable, results predicted in this forward-looking information may differ materially from actual results. LOREX disclaims any obligation to update forward-looking information, except as may be required by law.
ABOUT LOREX TECHNOLOGY INC.
LOREX Technology Inc. provides businesses and consumers with leading edge video surveillance security solutions and sells its products under the LOREX and Digimerge brands. The LOREX brand, which caters to both small business and consumer markets, is available in thousands of retail locations across North America. The Digimerge division distributes its products through major distributors in North America. Both brands concentrate on the sale of wired, wireless and IP security surveillance and monitoring equipment including cameras, digital video recorders and all-in-one systems.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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