TORONTO, May 25, 2023
/CNW/ - Baylin Technologies Inc. (TSX: BYL) (the "Company")
announced today that the consent and proxy solicitation materials
(the "Solicitation Materials"), in which it is seeking
approval (the "Solicitation") of the holders of its 6.5%
Extendible Convertible Unsecured Debentures due July 10, 2023 (the "Debentures") to amend
(the "Amendments") the indenture governing the Debentures
dated July 10, 2018 (as amended, the
"Indenture") have been mailed to holders of the Debentures
and filed under the Company's SEDAR profile at www.sedar.com.
The Amendments (if approved by the holders) would (i) extend the
maturity date of the Debentures from July
10, 2023 to June 30, 2026,
(ii) increase the interest rate on the Debentures from 6.5% to
8.5%, effective June 30, 2023, (iii)
reduce the conversion price of the Debentures from $3.85 to $1.00 per
common share of the Company, and (iv) amend the definition of
"Change of Control" to permit the Company's Chairman, Jeffrey C. Royer, and related parties to acquire
66 2/3% or more of the common shares of the Company without it
constituting a Change of Control.
In order for the Amendments to become effective, the Company
must obtain the written consent of Debentureholders representing at
least 66 2/3% of the $5,115,000
principal amount of the outstanding Debentures or the approval of
Debentureholders representing at least 66 2/3% of the principal
amount of the Debentures present in person or represented by proxy
at a meeting of holders of the Debentures, which has been called
for June 20, 2023. Further details
regarding the Solicitation can be found in the Solicitation
Materials.
The Company has also today provided formal notice to holders of
the Debentures of its intention to elect to repay the principal
amount of the Debentures on their July 10,
2023 maturity date in common shares of the Company at a
price equal to 95% of their then current market price, as it is
entitled to do under the terms of the Indenture (the "Common
Share Repayment Right").
The Common Share Repayment Right is effectively conditional on
the outcome of the Solicitation. If the Amendments are approved and
become effective before July 10,
2023, the Company will not proceed with the Common Share
Repayment Right and it will be deemed to have been withdrawn. If
the Amendments are not approved, the Company will proceed with the
Common Share Repayment Right and repay the Debentures in common
shares in accordance with the terms of the Indenture.
About Baylin
Baylin is a diversified global wireless technology company. We
focus on the research, design, development, manufacture and sale of
passive and active radio-frequency products, satellite
communications products, and supporting services. For further
information, please visit www.baylintech.com.
Forward Looking Statements
This press release may include forward-looking information and
forward-looking statements (together, "forward-looking statements")
within the meaning of applicable securities laws. They are not
statements of historical fact. Rather, they are disclosure
regarding conditions, developments, events, or financial
performance that we expect or anticipate may or will occur in the
future, including, among other things, information or statements
concerning the Solicitation, the Amendments, the Common Share
repurchase Right, our objectives and strategies to achieve those
objectives, statements with respect to management's beliefs,
estimates, intentions and plans, and statements concerning
anticipated future circumstances, events, expectations, operations,
performance, or results. Forward-looking statements can be
identified generally by the use of forward–looking terminology,
such as "anticipate", "believe", "could" "should", "would",
"estimate", "expect", "forecast", "indicate", "intend", "likely,
"may", "plan", "potential", "project", "outlook", "seek", "target",
"trend" or "will", or the negative or other variations of these
words or other comparable words or phrases, and are intended to
identify forward-looking statements, although not all
forward-looking statements contain these words.
Forward-looking statements are based on certain assumptions and
estimates made by us in light of the experience and perception of
historical trends, current conditions, expected future
developments, including projected growth and sales in passive and
active radio frequency and terrestrial microwave products and
services, and other factors we believe are appropriate and
reasonable in the circumstances, but there can be no assurance that
such assumptions and estimates will prove to be correct.
Many factors could cause our actual results, level of activity,
performance or achievements or future events or developments to
differ materially from those expressed or implied by the
forward-looking statements, including the risk factors discussed in
the Company's most recent Annual Information Form, which is
available on the Company's profile on SEDAR at www.sedar.com. All
the forward-looking statements made in this press release are
qualified by these cautionary statements and other cautionary
statements or factors in this press release. There can be no
assurance that the actual results or developments will be realized
or, even if substantially realized, will have the expected
consequences to, or effects on, the Company. Unless required by
applicable securities law, the Company does not intend and does not
assume any obligation to update these forward-looking
statements.
SOURCE Baylin Technologies Inc.