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CALGARY, May 6, 2016 /CNW/ - Axia NetMedia Corporation
("Axia") (TSX: AXX) is pleased to announce that it has received shareholder approval for the previously announced plan of
arrangement (the "Arrangement") pursuant to which Digital Connection (Canada) Corp. (the
"Purchaser"), an entity which is owned by investment vehicles managed and/or advised by Partners Group AG or its
affiliates ("Partners Group"), will acquire all of the issued and outstanding common shares ("Shares") of
Axia. Pursuant to the Arrangement, Axia shareholders will receive $4.25 cash for each Share
held.
The Arrangement was approved by: (i) shareholders of Axia holding 99% of the Shares voted; and (ii) shareholders of Axia holding
99% of the Shares voted, after excluding the votes cast by shareholders whose votes were required to be excluded in determining
minority approval of a business combination under Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions.
Axia is also pleased to announce that the Arrangement will not be subject to a national security review under the Investment
Canada Act.
Completion of the Arrangement is subject to various closing conditions, including the receipt of court approval in Canada and regulatory approvals in the U.S. An application for court approval of the Arrangement is
scheduled to be made to the Court of Queen's Bench of Alberta on May
9, 2016. Axia and the Purchaser are diligently working together toward the satisfaction of the remaining closing
conditions as quickly as possible.
Further details regarding the Arrangement can be found in the Company's management information circular dated April 7, 2016, which is filed on Axia's SEDAR profile at www.sedar.com and is available on Axia's website at www.axiafibrenet.com.
About Axia
Axia owns, operates and sells services over fibre optic communications infrastructure. Axia trades on the Toronto Stock
Exchange under the symbol "AXX".
About Partners Group
Partners Group is a global private markets investment management firm with over EUR 46 billion
(USD 50 billion) in investment programs under management in private equity, private real estate,
private infrastructure and private debt. The firm manages a broad range of customized portfolios for an international clientele of
institutional investors. Partners Group is headquartered in Zug, Switzerland, and has offices in
San Francisco, Houston, New
York, São Paulo, London, Guernsey, Paris, Luxembourg, Milan, Munich, Dubai, Mumbai, Singapore, Shanghai, Seoul, Tokyo and Sydney. The firm employs over 800 people and is listed on the SIX
Swiss Exchange (symbol: PGHN) with a major ownership by its partners and employees.
Forward-Looking Information
This press release contains forward-looking statements and forward-looking information within the meaning of applicable
securities laws and which are based on the expectations, estimates and projections of management of Axia as of the date of this
news release unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify
forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking
statements and information concerning the anticipated closing of the Arrangement. In respect of the forward-looking
statements and information, the parties have provided such information in reliance on certain assumptions that they believe are
reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory
terms, the necessary regulatory, court, stock exchange and other third party approvals; the ability of the parties to satisfy, in a
timely manner, the other conditions to the closing of the Arrangement; and other expectations and assumptions concerning the
Arrangement. The anticipated timing for closing of the Arrangement provided may change for a number of reasons, including the
inability to secure necessary regulatory, court or other third party approvals in the time assumed or the need for additional time
to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this press release. Since forward-looking statements and information
address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the
nature of the transaction include the failure of Axia to obtain necessary regulatory, court and other third party approvals,
including those noted above, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at
all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the
Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is
not completed, and Axia continues as an independent entity, there are risks that the announcement of the Arrangement and the
dedication of substantial resources of Axia to the completion of the transaction could have an impact on Axia's current business
relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and could have a
material adverse effect on the current and future operations, financial condition and prospects of Axia. Furthermore, the failure
of Axia to comply with the terms of the arrangement agreement may result in Axia being required to pay a fee to Partners Group, the
result of which could have a material adverse effect on Axia's financial position and results of operations and its ability to fund
growth prospects and current operations. Readers are cautioned that the foregoing list of factors is not exhaustive.
Additional information on other factors that could affect the operations or financial results of Axia are included in reports on
file with applicable securities regulatory authorities. The forward-looking statements and information contained in this press
release are made as of the date hereof and the parties undertake no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable
securities laws. This release does not constitute an offer to purchase or a solicitation of an offer to sell securities.
Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent
announcements because they will contain important information regarding the Arrangement and the terms and conditions thereof.
SOURCE Axia NetMedia Corporation
