Transmitted by CNW Group on : December 23, 2010 17:18
Among other things 2064818 Ontario Inc. alleges that
(i) thedirectors of UBS are exercising their powers as directors in a manner that isoppressive, unfairly prejudicial and unfairly disregards the interests of UBSshareholders;
which of course is diametrically opposite what the previous board did, LOL
and (ii) the existing directors have failed to act honestly and ingood faith with a view to the best interests of UBS.
which of course again is diametrically opposite what the previous board did, LOL
The allegations are made,among other things, in respect of the amendment of the management servicesagreement between UBS and Look Communications Inc. ("Amended MSA"). It is alsoalleged that the directors of UBS intentionally triggered a change of control inthe management services agreement with Jolian Investment Limited (a companycontrolled by the former Chief Executive Officer of UBS) by failing to re-electthe former CEO as a director.
The Statement of Claim seeks various relief, including amongother things,
(i) the removal of the directors of UBS from its board ofdirectors,
and here I was under the impression there was a formal voting process in place to elect directors.
(ii) the setting aside of the Amended MSA or, in lieu thereof,damages in the amount of $900,000, and
and again here I was under the impression that there is a formal process to achieve something like that, namely presenting and winning a vote on a motion to that effect at an AGM (or SGM)
(iii) anorder restraining UBS from obtaining any dilutive financing unless existingshareholders are entitled to participate in such financing on a pro rata basis.
Sounds to me like AD is afraid that the dilution they subjected Craig to with the Look warrants might end up being done to him, LOL
So, will UBS go for financing? Or will they close up shop?
Might AD know or suspect something the rest of us sheep don't?
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UBS Served with Statement of Claim
TORONTO, Dec.23 /CNW/ - Unique Broadband Systems, Inc. ("UBS" or the "Corporation")(TSX Venture: UBS) announces that 2064818 Ontario Inc., a corporation controlledby UBS' former Chief Technology Consultant, Alex Dolgonos, has served astatement of claim (the "Statement of Claim") on UBS and each of its directors,Grant McCutcheon, Robert Ulicki and Henry Eaton, the directors of UBS elected at the specialmeeting of shareholders on July 5, 2010.
Among other things 2064818 Ontario Inc. alleges that (i) thedirectors of UBS are exercising their powers as directors in a manner that isoppressive, unfairly prejudicial and unfairly disregards the interests of UBSshareholders; and (ii) the existing directors have failed to act honestly and ingood faith with a view to the best interests of UBS. The allegations are made,among other things, in respect of the amendment of the management servicesagreement between UBS and Look Communications Inc. ("Amended MSA"). It is alsoalleged that the directors of UBS intentionally triggered a change of control inthe management services agreement with Jolian Investment Limited (a companycontrolled by the former Chief Executive Officer of UBS) by failing to re-electthe former CEO as a director.
The Statement of Claim seeks various relief, including amongother things, (i) the removal of the directors of UBS from its board ofdirectors, (ii) the setting aside of the Amended MSA or, in lieu thereof,damages in the amount of $900,000, and (iii) anorder restraining UBS from obtaining any dilutive financing unless existingshareholders are entitled to participate in such financing on a pro rata basis.
UBS intends to review the Statement of Claim with its legalcounsel and will provide a full and vigorous defense in due course.
Forward-Looking Statements
Certain statements contained in this press releaseconstitute forward-looking statements. The words "may", "would", "could","will", "intend", "plan", "anticipate", "believe", "estimate", "expect" andsimilar expressions as they relate to UBS are intended to identifyforward-looking statements. Such statements reflect UBS' current views withrespect to future events and are subject to certain risks, uncertainties andassumptions. Many factors could cause actual results, performance orachievements that may be expressed or implied by such forward-looking statementsto vary from those described herein should one or more of these risks oruncertainties materialize. In addition, there can be no assurance with respectto the outcome of litigation. In particular, there can be no assurance that UBSwill not be found liable for payments to certain parties in the course oflitigation nor can there be any assurance that UBS will be able to recover anyof the amounts sought in any counterclaim. Except as required by law, UBS doesnot assume any obligation to update or revise the forward looking statementscontained in this press release to reflect actual events or newcircumstances.
Neither the TSX Venture Exchange nor its Regulation ServicesProvider (as that term is defined in the policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of this release.