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ComnetiX Board Unanimously Recommends That Shareholders Reject BIO-key's Unsolicited Offer and Vote in Favour of L-1's All-Cash Offer

ComnetiX Board Unanimously Recommends That Shareholders Reject BIO-key's Unsolicited Offer and Vote in Favour of L-1's All-Cash Offer.

articleCurrency Exchange International, Corp.January 26, 20074/company/currency-exchange-international-corp/news/comnetix-board-unanimously-recommends-that-shareholders-reject-bio-keys-unsolicited-offer-and-vote-in-favour-of-l-1s-all-cash-offer
ComnetiX Board Unanimously Recommends That Shareholders Reject BIO-key's Unsolicited Offer and Vote in Favour of L-1's All-Cash Offer

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[{"type":"text","content":"\n\n\n\nL-1'S Offer Determined to be Clearly Superior to BIO-key's offer and in\n\n\nBest Interests of ComnetiX's Shareholders\n\n\nOAKVILLE, ON, Jan. 26 /CNW/ - ComnetiX Inc. (TSX: CXI) announced today\nthat its Board of Directors unanimously recommends that ComnetiX shareholders:\n\n\n-------------------------------------------------------------------------\nReject the unsolicited take-over bid for the common shares of ComnetiX\nmade by BIO-key International, Inc. (\"Bio-key\")\n\n - and -\n\nVote in favour of the plan of arrangement between ComnetiX and L-1\nIdentity Solutions, Inc. at the February 8, 2007 meeting of ComnetiX\nshareholders and warrantholders, under which L-1 will pay ComnetiX\nshareholders US$1.12 per share in cash for all of the issued and\noutstanding shares of ComnetiX.\n-------------------------------------------------------------------------\n\nThe Board's unanimous recommendation to REJECT the BIO-key Bid and the\nreasons for the Board's recommendation will be set out in a Directors'\nCircular which will be mailed to the shareholders of ComnetiX and available on\nSEDAR, at www.sedar.com, no later than January 31, 2007.\n\n-------------------------------------------------------------------------\nShareholders of ComnetiX are urged not to tender their common shares to\nthe BIO-key Bid and, if their shares have already been tendered to the\n BIO-key Bid, to withdraw them immediately.\n-------------------------------------------------------------------------\n\n\nReasons for the Unanimous Recommendation to REJECT the BIO-key Bid\n\n\nIn making its unanimous recommendation, the ComnetiX Board of Directors\nconsidered many factors, including advice from its financial advisors,\nWellington West Capital Markets Inc., and its legal advisor, Gardiner Roberts\nLLP. Among the reasons for the recommendations were:\n\n\nLack of liquidity for the shares of Bio-key to be issued to the\n\n\nshareholders of ComnetiX.\n\n\nThe BIO-key Bid purports to offer US$1.29 for each ComnetiX share payable\n\n\nin shares of Bio-key. However, the BIO-key Bid is conditional upon Bio-\n\n\nkey becoming a reporting issuer in Ontario. This is necessary in order\n\n\nfor Bio-key to issue freely-tradeable shares in Canada. Bio-key will be\n\n\nrequired to apply to the Ontario Securities Commission to be deemed to be\n\n\na reporting issuer...

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