LOS GATOS, Calif., March 16, 2015 /PRNewswire/ -- CoSine
Communications, Inc. (Other OTC: COSN) ("CoSine") announced today
that as of 1:30 pm, London time, on Monday,
March 16, 2015, its wholly owned United Kingdom ("UK") subsidiary, Cedar 2015
Limited ("Cedar"), had received valid acceptances of its previously
announced tender offer (the "Offer") for all the issued and to be
issued ordinary shares of API Group plc (LN:API) ("API") in respect
of 32,800,903 shares of API, representing, in aggregate,
approximately 42.7 percent of the existing issued share capital of
API. Together with the 24,807,203 shares of API already owned
by Cedar, Cedar now holds, or has received valid acceptances in
respect of, 57,608,106 shares of API, representing, in aggregate,
approximately 75.1 percent of the existing issued share capital of
API.
Sufficient acceptances having now been received under the Offer
such that Cedar will hold in excess of 75 percent of the voting
rights of API, Cedar has formally requested that API apply for the
cancellation of its admission to trading on the AiM market of the
London Stock Exchange. In accordance with the AiM rules, it is
anticipated that such cancellation will take effect no earlier than
20 business days from the date upon which API applies for its
admission to be cancelled. The cancellation of the admission of API
shares to trading on AiM will significantly reduce the liquidity
and marketability of API shares.
If Cedar receives acceptances of the Offer in respect of, and/or
otherwise acquires or contracts to acquire, 90 percent or more of
the API shares to which the Offer relates, including the respective
the voting rights thereof, Cedar intends to exercise its rights in
accordance with applicable UK law to acquire compulsorily any
remaining API shares to which the Offer relates on the same terms
as the Offer.
As announced on March 5, 2015, the
Offer will close at 1:00 pm
(London time) on March 19, 2015 and will not be extended beyond
that date. The Offer will therefore be closed to further
acceptances after 1:00 pm
(London time) on March 19, 2015, and API shareholders who wish to
accept the Offer are urged to submit their acceptances before this
time. Cedar has previously confirmed that the Offer price of
60 pence per share of API is final
and will not be increased.
As announced by API on March 5,
2015, the independent members of the API Board of Directors
recommend that API shareholders accept the Offer and have indicated
that each of the independent members of the API Board of Directors
intend to accept the Offer in respect of their entire beneficial
holding of API shares.
About CoSine Communications
CoSine's Certificate of Incorporation limits the ability of any
group or person to acquire 5 percent or more of CoSine's common
stock (subject to certain exceptions as provided in the Certificate
of Incorporation).
CoSine's common stock is currently traded in the Pink Sheets
under the symbol COSN.PK and its website is www.cosinecom.com
Cautionary note regarding forward-looking statements
This press release contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the API and certain plans and objectives of the boards
of directors of Cedar and CoSine. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and
assessments made by the boards of directors of Cedar and CoSine in
light of its experience and its perception of historical trends,
current conditions, expected future developments and other factors
it believes appropriate. By their nature, forward-looking
statements involve risk and uncertainty, and the factors described
in the context of such forward-looking statements in this press
release could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in this press release. Cedar and CoSine assume no
obligation to update or correct the information contained in this
press release, whether as a result of new information, future
events or otherwise, except to the extent legally required.
The statements contained in this press release are made as at
the date of this press release, unless some other time is specified
in relation to them, and issuance of this press release shall not
give rise to any implication that there has been no change in the
facts set out in this press release since such date. Nothing
contained in this press release shall be deemed to be a forecast,
projection or estimate of the future financial performance of API,
Cedar or CoSine except where expressly stated.
Further information
This press release itself is not intended to constitute an offer
or solicitation to buy or exchange securities in API, nor shall
there be any sale or purchase of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful, whether
pursuant to the Offer or otherwise. The Offer is being
effected solely through a form offer document, which, together with
a form of acceptance (in relation to API shareholders holding
shares in certificated form only) contains the full details, terms
and conditions of the Offer, including the details of how to accept
the Offer (the "Offer Document"). Any response to the Offer should
be made only on the basis of the information contained in the Offer
Document. API shareholders are urged to read the relevant
Offer documents because they contain important information that
shareholders should consider before making any decision regarding
the tender of their shares. The Offer materials are available for
free at http://www.cosinecom.com/cedar/.
For additional information contact:
Terry Gibson
(408) 399-6494
Email: Terry.Gibson@spcorpservices.com
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SOURCE CoSine Communications, Inc.