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Vecima Networks to Acquire Spectrum Signal Processing in Cash and Share Transaction
Vecima Networks to Acquire Spectrum Signal Processing in Cash and Share Transaction.
About this update from Vecima Networks Inc.
[{"type":"text","content":"\n\n\n\nVICTORIA, BC and BURNABY, BC, Feb. 16 /CNW/ - Vecima Networks Inc.\n(\"Vecima\") (TSX: VCM) and Spectrum Signal Processing Inc. (\"Spectrum\")\n(NASDAQ: SSPI, TSX: SSY), today announced the signing of a definitive\nagreement under which Vecima will acquire all the outstanding common shares of\nSpectrum in a transaction leveraging synergistic technology, administrative\nefficiencies, and combined sales channels thereby strengthening the market\nposition of both companies. Vecima expects that the acquisition will be\nimmediately accretive to revenues.\n\n\nUnder the terms of the agreement, Vecima will purchase all of the\noutstanding common shares of Spectrum for the equivalent of $0.8939 per share\nbased on a value per Vecima share of $10.06 which was the 30-day volume\nweighted average trading price of Vecima shares to January 23, 2007, the date\nthat Spectrum and Vecima executed a non-binding letter of intent. This\nrepresents a 39% premium over the 30-day average closing price of Spectrum\nshares to February 15, 2007. Consideration will be comprised of cash of\n$0.4915 and 0.04 of one Vecima common share for one common share of Spectrum,\nsubject to maximum aggregate cash consideration of $10,075,000 and a maximum\nof 820,000 Vecima shares. Vecima will also acquire all outstanding stock\noptions and warrants to acquire Spectrum shares in exchange for options and\nwarrants of Vecima. The closing prices of Spectrum and Vecima shares on the\nTSX on February 15, 2007 were $0.56 and $10.39, respectively.\n\n\n\"Spectrum and its financial advisor, PricewaterhouseCoopers Corporate\nFinance Inc. (\"PWC\"), have been actively pursuing financing alternatives to\nenable Spectrum to fully execute its strategic plan,\" said Irving Ebert,\nchairman of Spectrum's board of directors. \"The board concluded that this\ntransaction is the best alternative for Spectrum shareholders, customers and\nemployees and recommends that Spectrum shareholders vote to approve the cash\nand share offer from Vecima Networks Inc.\"\n\n\nIn deciding to recommend the transaction to Spectrum shareholders,\nSpectrum's board of directors considered a number of factors and received an\nopinion from CIBC World Markets Inc., and subject to the assumptions and\nconditions set forth in such opinion, that the consideration to be received\nfor the common shares of S...