Further to the Company’s announcements on 2 May 2018, 8 May 2018, 30 May 2018 and 6 June 2018, MTI Wireless Edge Limited (LON:MWE) announced today that it has today posted a circular to its shareholders which contains a notice to convene an EGM to be held at the offices of Allenby Capital Limited, 5 St. Helen’s Place, London, EC3A 6AB, at 10:00 am on 18 July 2018.
The EGM is being convened so that the MTI’s shareholders may consider and, if thought fit, approve a single resolution to approve the proposed merger between the Company and MTI Computers & Software Services (1982) Ltd in accordance with the terms of the merger agreement entered into on 1 May 2018, further details of which are set out in the Company’s announcement of 2 May 2018 (the “Merger”).
Under the Companies Law, the approval of the Resolution requires the affirmative vote of the majority in number of Shareholders attending (in person or by proxy) and voting at the EGM (excluding any abstentions) who shall together hold at least 75 percent of the Ordinary Shares represented and voting on the proposal. In addition, the shareholders’ approval for the Resolution must either include at least a majority of the Ordinary Shares voted by shareholders who are not controlling shareholders of the Company and who do not have a personal interest in such Resolution, or the total Ordinary Shares of non-controlling shareholders and non-interested shareholders voted against the Resolution must not represent more than two per cent of the outstanding Ordinary Shares. For this purpose, you are asked to indicate in the Form of Proxy, Written Ballot or Form of Instruction which is provided together with the Circular, whether you are a controlling shareholder or have a personal interest in the Resolution.
The directors of MTI Wireless Edge Limited believe that the key benefits of the Merger are as follows:
· Creating a larger company – post Merger the Company will have revenues which are approximately 30 percent above the Company’s current revenues.
· Broadened business base – post Merger the Company will still focus on Radio Frequency and Microwave solutions but will add two divisions that will diversify the business (namely, Representation Radio Frequency and Microwave solutions in Israel and Russia and System Engineering).
· Alignment of shareholder interests and the elimination of potential conflicts of interest.
· Costs savings and efficiency – shares of the Company post Merger will be traded on one stock exchange, being AIM, and this will save significant costs and allow management to spend more time on developing the combined business.
· Increased liquidity – at the end of the merger process, non-controlling shareholders will hold an increased proportion of the Company’s Ordinary Shares with more diversified holdings, thus assisting liquidity.
The independent directors of the Company recommend that shareholders vote in favour of the Resolution to be proposed at the EGM.
The Circular will shortly be available on the Company’s website at the following address, www.mtiwe.com, in accordance with AIM Rule 20.
The following additional information and documents, which may be read in conjunction with the Circular, are also available at the following location on the Company’s website http://www.mtiwe.com/?CategoryID=377&ArticleID=199
· A copy of the Merger Agreement (together with an English translation of the Merger Agreement, not including its appendices).
· Valuation Report of MTI and MTIC prepared by S.C.A Economic Advisory Ltd., dated 24 April 2018.
· Relationship agreement between the Company and Mokirei Aya Ltd. (a company owned equally by Messrs Zvi Borovitz, Amelia Borovitz-Brill, Moshe Borovitz, and Alexander Borovitz (i.e. 25% each)), dated 1 May 2018.
· Summary of the tax implications of the Merger.
· Details of the holdings of the Company’s shares prior to and following the Merger.
· Summary of the shareholders’ agreement relating to the Company, entered into between Mokirei Aya Ltd., Zvi Borovitz, Moshe Borovitz, and Jacques and Rina Beer, dated 30 April 2018.