Comamtech Shareholders Approve Plan of Arrangement
Date : 05/18/2011 @ 4:26PM
Source : MarketWire
Today : Wednesday 18 May 2011
Comamtech Inc. ("Comamtech") (PINK SHEET: COMT) is pleased to announce that its shareholders have approved a reverse takeover transaction with DecisionPoint Systems, Inc. ("DecisionPoint") (OTCBB: DNPI), pursuant to a plan of arrangement (the "Plan of Arrangement"). On October 20, 2010, Comamtech and DecisionPoint jointly announced that they had entered into an arrangement agreement with 2259736 Ontario Inc. ("MergerCo"), a newly incorporated wholly-owned subsidiary of Comamtech, with respect to an arrangement pursuant to which: (i) Comamtech (through MergerCo) will acquire all the issued and outstanding shares of DecisionPoint in a reverse take-over; and (ii) Comamtech will subsequently be continued under the General Corporation Law of the State of Delaware (the "Arrangement").
A special meeting of shareholders was held today (the "Special Meeting"), whereby a special resolution approving the Plan of Arrangement was approved by 98% of the votes cast by shareholders of Comamtech represented in person or by proxy at the Special Meeting. Comamtech's board of directors had previously unanimously recommended that holders of Comamtech common shares vote in favour of the Plan of Arrangement.
On May 13, 2011, DecisionPoint announced that the required majority of its shareholders had also approved the Arrangement.
The Arrangement will be completed by way of a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) and requires the approval of the Ontario Superior Court of Justice (Commercial List). The hearing in respect of the final order (the "Final Order") to approve the Arrangement is currently anticipated to be held on May 20, 2011. If the Final Order is obtained on May 20, 2011, and all other conditions to completion of the Arrangement are satisfied or waived, it is anticipated that the Arrangement will be completed on or about May 27, 2011.
For further details regarding the Arrangement and the Continuance, please refer to Comamtech's management information circular dated April 14, 2011 (the "Circular"), a copy of which is available under the corporate profile of Comamtech on SEDAR at www.sedar.com.
