Arel Communications Meeting of Unaffiliated Shareholders Approves Privatization Plan
March 01 2006 - 7:51AM
Business Wire
Arel Communications and Software (NASDAQ: ARLC), technology leader
in integrated voice, video and web communications for interactive
conferencing, collaboration and training applications, today
announced that the previously announced going private transaction
was approved at a special meeting of the Company's unaffiliated
shareholders. The transaction was approved by 92.7% of the
shareholders voting in person or by proxy. As previously announced,
the approved plan entails the repurchase of all of Arel's
outstanding shares from its shareholders at a price of $1.50 per
share, with Mr. Clayton Mathile and certain directors, officers and
founders of the Company remaining as shareholders. The Company
today applied for a final order from the Tel Aviv District Court
for the approval of the transaction, in accordance with Israeli
law. As described in the definitive proxy statement for the
meeting, objections to the transaction may be filed with the
Tel-Aviv District Court by no later than March 12, 2006. The
Company anticipates the Court will issue a final order on March 12,
2006, or soon after. If the proposed transaction is effected as
proposed, Arel expects to have fewer than 300 shareholders of
record. In such case, Arel would terminate the registration of its
ordinary shares under the Securities Exchange Act of 1934, as
amended, delist its ordinary shares from the Nasdaq Capital Market
and cease filing reports and other information with the Securities
and Exchange Commission (SEC). A copy of the definitive proxy
statement is attached as Exhibit (a)(5) to the Schedule 13E-3
(Amendment No. 3) filed with the United States Securities and
Exchange Commission on January 27, 2006. The Schedule 13E-3 is
available at the web site maintained by the SEC at
http://www.sec.gov. About Arel Communications and Software: Arel
Communications and Software is a leader in conferencing and
collaboration solutions. Arel is focused on enhancing
communications, facilitating workgroup collaboration and driving
productivity in the enterprise. By providing a comprehensive
application suite, Arel Spotlight(TM), for leveraging enterprise
networks for rich-media communications, Arel replicates in-person
meetings in the online environment. Arel's newest solution, Arel
Anyware, is an audio-visual plug-in that establishes true
"face-to-face" meetings over the internet. Requiring only a webcam
for full-featured video operability, users can add video
conferencing to any web or IM/Presence application (such as
Microsoft(R) Office Live Meeting(TM)). Combining voice, video and
data conferencing in one easy-to-use Web-based solution, Arel
fosters interactive communications that significantly improve work
environments today. Arel's solutions impact key business processes
such as corporate and marketing communications, distance learning,
product development, customer relationship management, and supply
chain management. Allowing geographically dispersed users to work
together in groups, attend webinars and panel discussions,
participate in training courses, and have one-on-one meetings with
customers or colleagues, from virtually anywhere, Arel Spotlight is
a powerful tool for critical business communications. For more
information, visit www.arelcom.com. This press release contains
forward-looking statements that are subject to risks and
uncertainties. Factors that could cause actual events or results to
differ materially from these forward-looking statements include,
but are not limited to, the receipt of corporate and third party
approvals, obtaining the financing to carry out the proposed plan,
general business conditions in the industry, changes in demand for
products, the timing and amount or cancellation of orders and other
risks detailed from time to time in Arel Communications and
Software's filings with the Securities and Exchange Commission.
Arel is under no obligation (and expressly disclaims any such
obligation) to update or alter any forward-looking statements
whether as a result of new information, future events or otherwise.
All trademarks recognized.
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