CALGARY, ALBERTA--(Marketwire - March 4, 2009) -
NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Axia NetMedia Corporation ("Axia" or the "Corporation") (TSX:AXX) announced today that it has entered into a bought deal financing agreement with Macquarie Capital Markets Canada Ltd. and a syndicate of underwriters including Cormark Securities Inc., National Bank Financial Inc., RBC Dominion Securities Inc. and Thomas Weisel Partners Canada Inc. and pursuant to which the underwriters have agreed to purchase from the Corporation an aggregate of 10,000,000 subscription receipts at $1.65 per subscription receipt ("Offering Price") for gross proceeds of $16.5 million. The Corporation has agreed to grant the underwriters an over-allotment to purchase an additional 1,500,000 subscription receipts (15% of the offering) at the Offering Price, which option shall be exercisable for 30 days following the closing of the offering.
The net proceeds from the sale of the subscription receipts will be held in escrow pending satisfaction of certain conditions. The escrowed proceeds (and accrued interest thereon) will be released to the Corporation and the subscription receipts will be automatically exchanged into common shares of the Corporation upon the Singapore Government providing binding notice to Axia that IntelliNet has been awarded the contract to be Singapore's NGNBN OpCo. (the "Escrow Release Condition"). If the Escrow Release Condition is not satisfied by May 31, 2009, the escrow agent will return to the holders of subscription receipts the Offering Price and their pro-rata entitlement to interest earned thereon.
The offering will be a bought underwritten public issue in each of the provinces of Canada, except Quebec by way of a short form prospectus. Closing of the offering is anticipated to occur on or about March 24, 2009 and is subject to receipt of applicable regulatory approvals including the approval of the Toronto Stock Exchange.
The net proceeds from the offering will be used to fund the execution of Axia's proposal to be the operating company ("OpCo") for Singapore's Next Generation National Broadband Network upon Axia being awarded the contract. Axia, as lead of the IntelliNet Consortium, submitted its bid on December 4, 2008 and a decision is expected by the end of March 2009.
The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless an applicable exemption from U.S. registration requirements is available. The offering may be offered for sale to Qualified Institutional Buyers in the United States pursuant to the registration exemptions provided by Rule 144A of the Securities Act of 1933 and internationally as permitted. This release does not constitute an offer for sale of securities in the United States.
Axia provides Real Broadband(TM) IP services and solutions through planning, designing and operating no conflict Open Access Next Generation Networks. Axia has networks in Alberta, France and Singapore. Axia trades on the Toronto Stock Exchange under the symbol "AXX".
This News Release contains forward looking statements, including, without limitation, statements containing the words "should", "believe", "anticipate", "may", "plan", "will", "continue", "intend", "expect", "estimate" and other similar expressions which constitute "forward looking information" within the meaning of applicable Canadian securities laws. These statements are based on our current expectations, estimates, forecasts and assumptions about the operating environment, economies and markets in which we operate and are subject to important assumptions, risks and uncertainties that are difficult to predict. Examples of these statements would include those where Axia forecasts its success and timing in winning new OAN NextGen contracts, the timing of completion and estimated total costs of these networks, the revenues and operating costs associated with these networks over time, and Axia's ability to generate future cash flows and avail itself of other financing alternatives given current market conditions. The assumptions, risks and uncertainties that could cause actual results to differ materially from the forward looking information, include, but are not limited to, changes in customer markets, changes in demand for our services, our inability to deliver services in a timely and cost efficient manner, technological change, general economic conditions and other risks detailed from time to time in our ongoing filings with the Canadian securities regulatory authorities, including those in our Annual Information Form, which filings can be found at www.sedar.com. Given these assumptions, risks and uncertainties, readers are cautioned not to place undue reliance on such forward looking statements. Unless otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward looking statements either as a result of new information, future events or otherwise.