# MTI Wireless Edge Ltd Satisfaction of some of the conditions precedent for the Merger

- Link: https://www.directorstalkinterviews.com/mti-wireless-edge-ltd-satisfaction-conditions-precedent-merger/412750700
- Published: 2018-05-08T07:10:38+01:00
- Author: Giles Arbor

Further to the Company’s announcement on 2 May 2018, **MTI Wireless Edge Limited**(
LON:MWE), a market leader in the manufacture of flat panel antennas for fixed wireless
broadband and a wireless irrigation solutions provider, announces the satisfaction
of some of the conditions precedent for the proposed merger between the Company 
and MTI Computers & Software Services Ltd.

The following conditions precedent have been satisfied:

(1) The approvals for the Merger from the financial creditors of MTI and MTIC, so
that the Merger will not constitute a breach of MTI’s and MTIC’s undertakings to
such financial creditors, have been obtained.

(2) MTI and MTIC have received a pre-ruling from the Israel Securities Authority,
pursuant to which the ISA has agreed that it will not make a determination as to
whether the Company will be required to publish a prospectus in Israel for the purpose
of carrying out the Merger and consequently, the ISA has also agreed that it will
not make a determination as to whether the Company will become subject to the Ongoing
Reporting Obligations under the Israeli Securities Law, 5728-1968 following the 
Merger.

As a result of the ISA’s Position, which will be presented to the court as part 
of the scheme of arrangement, following the Merger the Company’s shares will continue
to be traded on the AIM market of the London Stock Exchange (“AIM”) only and will
not become subject to the Ongoing Reporting Obligations under the Securities Law.
The Company will not be required to publish a prospectus in Israel in connection
with the Merger and following the Merger the Company will not become a reporting
corporation, as defined in the Securities Law.

Additional details regarding the Merger and its implications on MTI and MTIC and
their respective shareholders will be provided in due course in the Company’s future
announcements and in the circular to be sent to shareholders in connection with 
approval of the Merger.

Details regarding the basis of the ISA’s position.

The ISA’s Position was given on the basis of the factual background reflecting the
terms of the merger agreement and an outline of the disclosure that MTI and MTIC
intend to make to the court and to their shareholders as part of the scheme of arrangement,
including:

· disclosure regarding MTI’s operations following the Merger and regarding the Merger
and its implications, according to the requirements of the scheme of arrangement,
and information concerning MTI’s operations following the Merger by reference to
MTIC’s announcements;

· disclosure of the terms of the Merger as required under the AIM Rules for companies;

· disclosure regarding the shares offered by MTI to the shareholders of MTIC, including
the structure of holdings in MTI after the Merger, in accordance with the disclosure
format for securities offered under the Israeli Securities Regulations (Details 
of Prospectus and Draft Prospectus – Structure and Form), 5729-1969;

· the valuation that served as the basis for determining the conversion ratio between
the shares in MTIC held by its shareholders and the shares in MTI to be received
by the MTIC’s shareholders as part of the Merger;

· a comparison of the securities laws and regulations and the corporate governance
rules applicable to the Company and those applicable to MTIC;

· a pre-ruling from the Israeli tax authorities regarding the implications of the
Merger and a comparison of the tax liabilities of MTI’s shareholders to those of
MTIC’s shareholders;

· disclosure concerning the effect of the Merger on the consolidated financial statements
of the merged activity within the framework of the Company, compared to the consolidated
financial statements of such combined activity in MTIC;

· existing and expected restrictions, if any, that will apply to the Company as 
a result of the Merger; and

· disclosure regarding the approvals and conditions required in connection with 
the Merger.

MTI Wireless Edge Limited is engaged in the development, production and marketing
of high quality, low cost, flat panel antennas for commercial and for military applications.
Commercial applications include: WiMAX; wireless networking; RFID readers; and broadband
wireless access. With over 40 years’ experience MTI supplies 100KHz to 90GHz antennas(
including directional antennas and omni directional) for outdoor and indoor deployments,
including smart antennas for WiMAX, Wi-Fi, public safety, RFID and base stations
and terminals for the utility market. Military applications includes a wide range
of broadband, tactical and specialized communications antennas, antenna systems 
and DF arrays installed on numerous airborne, ground and naval, including submarine,
platforms worldwide.

Via its subsidiary, Mottech Water Solutions Ltd (“Mottech”), MTI is also a leading
provider of remote control solutions for water and irrigation applications based
on Motorola IRRInet state of the art control, monitoring and communication technologies.
Mottech, headquartered in Israel, is the global prime distributor of Motorola for
the IRRInet remote control solutions serving its customers worldwide through its
subsidiaries and a global network of local distributers and representatives. It 
utilizes over 25 years of experience in providing its customers with remote control
and management systems which ensure constant, reliable and accurate water usage,
while reducing operational costs and maintenance costly expenses. Mottech activities
are focused in the market segments of agriculture, water distribution, municipal
and commercial landscape and wastewater and storm water reuse.

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