MTI Wireless Edge Ltd (LON:MWE), a market leader in the manufacture of flat panel antennas for fixed wireless broadband and a wireless irrigation solutions provider, announced this morning the satisfaction of some of the conditions precedent for the proposed merger between the Company and MTI Computers & Software Services (1982) Ltd.
The following conditions precedent have been satisfied:
(1) The approvals for the Merger from the financial creditors of MTI and MTIC, so that the Merger will not constitute a breach of MTI’s and MTIC’s undertakings to such financial creditors, have been obtained.
(2) MTI and MTIC have received a pre-ruling from the Israel Securities Authority (the “ISA”), pursuant to which the ISA has agreed that it will not make a determination as to whether the Company will be required to publish a prospectus in Israel for the purpose of carrying out the Merger and consequently, the ISA has also agreed that it will not make a determination as to whether the Company will become subject to the Ongoing Reporting Obligations under the Israeli Securities Law, 5728-1968 following the Merger (the “ISA’s Position” and the “Securities Law” respectively).
As a result of the ISA’s Position, which will be presented to the court as part of the scheme of arrangement, following the Merger the Company’s shares will continue to be traded on the AIM market of the London Stock Exchange only and will not become subject to the Ongoing Reporting Obligations under the Securities Law. The Company will not be required to publish a prospectus in Israel in connection with the Merger and following the Merger the Company will not become a reporting corporation, as defined in the Securities Law.
Additional details regarding the Merger and its implications on MTI and MTIC and their respective shareholders will be provided in due course in the Company’s future announcements and in the circular to be sent to shareholders in connection with approval of the Merger.
Details regarding the basis of the ISA’s position.
The ISA’s Position was given on the basis of the factual background reflecting the terms of the merger agreement and an outline of the disclosure that MTI and MTIC intend to make to the court and to their shareholders as part of the scheme of arrangement, including:
— disclosure regarding MTI’s operations following the Merger and regarding the Merger and its implications, according to the requirements of the scheme of arrangement, and information concerning MTI’s operations following the Merger by reference to MTIC’s announcements;
-- disclosure of the terms of the Merger as required under the AIM Rules for companies;
— disclosure regarding the shares offered by MTI to the shareholders of MTIC, including the structure of holdings in MTI after the Merger, in accordance with the disclosure format for securities offered under the Israeli Securities Regulations (Details of Prospectus and Draft Prospectus – Structure and Form), 5729-1969;
— the valuation that served as the basis for determining the conversion ratio between the shares in MTIC held by its shareholders and the shares in MTI to be received by the MTIC’s shareholders as part of the Merger;
— a comparison of the securities laws and regulations and the corporate governance rules applicable to the Company and those applicable to MTIC;
— a pre-ruling from the Israeli tax authorities regarding the implications of the Merger and a comparison of the tax liabilities of MTI’s shareholders to those of MTIC’s shareholders;
— disclosure concerning the effect of the Merger on the consolidated financial statements of the merged activity within the framework of the Company, compared to the consolidated financial statements of such combined activity in MTIC;
— existing and expected restrictions, if any, that will apply to the Company as a result of the Merger; and
-- disclosure regarding the approvals and conditions required in connection with the Merger.