# MTI Wireless Edge Limited EGM to approve Merger

- Link: https://www.directorstalkinterviews.com/mti-wireless-edge-limited-egm-approve-merger/412752666
- Published: 2018-06-12T07:27:36+01:00
- Author: Giles Arbor

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.

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