TORONTO, Jan. 7 /CNW/ - Luxell Technologies Inc. ("Luxell") (TSX:LUX), a leading provider of electronic displays to the defense and aerospace industries, announced today that it has completed its review of an offer to purchase all of the issued and outstanding common shares of Luxell (the "Offer") from LUX Acquisition Corporation ("LAC").
Luxell further announced that its board of directors ("Board") will recommend that shareholders accept the Offer, having unanimously determined that the Offer is fair to the shareholders of Luxell and is in the best interests of Luxell and its shareholders.
On Dec 18th, 2008, the Board received from LAC a letter of intent to purchase all of the outstanding shares of Luxell for consideration in the form of an unsecured promissory note issued by LAC in the principal amount of CDN$0.10 per share taken up under the Offer and due on the third anniversary of the closing of the bid (the "Notes").
The Board requested an independent valuation of both the Luxell shares and the Notes, and appointed an Independent Committee to consider the results of the valuation, to review the bid, and to prepare the directors circular to shareholders. The directors circular will provide shareholders of Luxell with the Board's recommendation concerning the insider bid.
On January 2, 2009, the Independent Committee received and reviewed the valuation report from Taylor Leibow LLP, financial advisor to the Independent Committee, accepted it, and issued a positive recommendation to the Board to proceed with the Offer by recommending it to the Luxell shareholders.
The Board has reviewed the materials presented and accepted the recommendation of the Independent Committee. The Independent Committee confirmed that it has not received any other offer nor is it aware of any other offer being prepared by any other party. Each of the directors of Luxell have also confirmed that they are not aware of any other offer to consider.
LAC has advised that an insider bid circular describing the Offer will be mailed to the Luxell shareholders by LAC on or about January 16, 2009. In addition, Luxell shareholders will be provided a directors circular from Luxell providing them the recommendation of Luxell's Board.
The insider bid circular will request that shareholders wishing to accept the Offer tender their shares to the depositary, Equity Transfer & Trust Company, prior to the expiry time for the Offer.
The Board has also been made aware that, under Lock-up Agreements, various shareholders holding up to 70 million shares have pledged to tender their shares under the Offer.
Both the insider bid circular and the directors circular will be available through SEDAR at www.sedar.com.
About Luxell
Luxell designs, manufactures and licenses flat panel display technologies and solutions for the defense and aerospace industries. More information can be found at www.luxell.com. Luxell Technologies Inc., Luxell and Black Layer are trademarks of Luxell Technologies Inc. All other company and/or product names are trademarks and/or registered trademarks of their respective manufacturers.
Forward-Looking Statements
This news release contains certain "forward-looking statements" that reflect the current views and/or expectations of Luxell Technologies Inc. with respect to its performance, business and future events. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary significantly.
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