An anonymous director of NWT Uranium reports
NWT URANIUM CORP. ANNOUNCES NIKETO LTD., ITS WHOLLY OWNED SUBSIDIARY, WILL MAKE AN OFFER TO ACQUIRE SHARES OF LOOK COMMUNICATIONS INC.
The board of directors of NWT Uranium Corp.'s wholly owned subsidiary, Niketo Ltd., has resolved to make an all cash offer to acquire 33,260,968 multiple voting shares (or such number that will result in Niketo acquiring a voting interest of 49.9 per cent) of Look Communications Inc. at a price of 12.5 cents per share, which represents a premium of 14 per cent over the closing price of the multiple voting shares of Look on the NEX.
Look's outstanding capital currently consists of multiple voting shares and subordinate voting shares. The offer will be made solely for the multiple voting shares, but the holders of the 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 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 In the event that such multiple voting shares are withdrawn from the offer or are not acquired pursuant to the offer for any other reason, such multiple voting shares will automatically convert back into subordinate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 on SEDAR.
Currently, Niketo does not own any securities in the capital of Look, but it did purchase an aggregate of 11,305,332 common shares in the capital of Unique Broadband Systems Inc. (or approximately 11 per cent of the issued and outstanding common shares of Unique) and entered into a purchase agreement to acquire an additional 8.5 million common shares in the capital of Unique. If Niketo acquires these additional common shares, it will own an aggregate of 19,805,332 common shares of Unique, representing approximately 19.3 per cent of the issued and outstanding shares of Unique.
Unique is the registered and beneficial owner of an aggregate of 24,864,478 multiple voting shares and 29,921,308 subordinate voting shares, which represent a 37.6-per-cent voting interest in Look. Niketo's ownership of the common shares in the capital of Unique may cause it to exercise indirect control over the Unique shares and may result in a lower number of multiple voting shares being acquired under the offer.
On Dec. 18, 2012, Look announced that it entered into a support agreement with Robert Ulicki and Jeffery Gavarkovs, whereby the bidders have agreed to make an all cash offer to acquire multiple voting shares of Look at a price of 11 cents per share. The support agreement provides that the directors of Look will not make a recommendation with respect to the bidder's offer and provides for a termination fee of $225,000 in the event that the directors of Look determine that an alternative bid is more favourable than that of the bidders.
It is anticipated that Niketo's bid will commence within the next few weeks. The completion of the offer will be subject to certain conditions, including a minimum tender condition and the absence of a material adverse change in respect of the affairs of Look. The full details of Niketo's offer will be set forth in an offer and circular to be mailed to the shareholders of Look, a copy of which will be available on SEDAR.
There can be no assurance that the conditions of Niketo's offer will be satisfied prior to the expiry time of the offer, or that the offer will be completed as proposed or at all.
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