Microsoft Cloud Authors: Janakiram MSV, Andreas Grabner, Jim Kaskade, Lori MacVittie, Pat Romanski

News Feed Item

CIBL Commences Tender Offer for Up To 80,000 Shares of Common Stock of ICTC Group at $22.25 Per Share

CIBL and ICTC Group Complete Private Placement of 80,000 Shares of Common Stock of ICTC Group At $22.00 Per Share

RENO, Nev., Nov. 21, 2012 /PRNewswire/ -- CIBL, Inc. ("CIBL") (PINK: CIBY) and iCTC Group, Inc. ("ICTC") (PINK: ICTG) jointly announced today that CIBL has commenced a tender offer (the "Offer") to purchase for cash up to 80,000 shares of Class A common stock, $0.0001 par value per share (the "Shares"), of ICTC at a purchase price of $22.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest (the "Purchase Price").  On November 20, 2012, the last full trading day before the public announcement of the Offer, the reported closing price of the Shares on the Pink Sheets was $40.00 per Share, reflecting the last reported sale of Shares occurring on August 1, 2012.

CIBL and ICTC also jointly announced today that, prior to the commencement of the Offer, on November 20, 2012, CIBL purchased from ICTC, in a private placement, 80,000 Shares at a purchase price of $22.00 per Share, constituting 20% of the issued and outstanding Shares.  Under the terms of the related purchase agreement, CIBL also received the right, but not the obligation, to purchase from ICTC in a private placement following the completion or termination of the Offer such number of Shares equal to the difference between 80,000 and the number of Shares that CIBL purchases in the Offer (if any), at a purchase price of $22.00 per Share.  Assuming the consummation of a fully-subscribed Offer, ICTC will own 160,000 Shares, representing approximately 40% of the issued and outstanding Shares.  CIBL also intends to acquire majority voting control of ICTC by entering into a voting trust agreement with certain stockholders controlled directly or indirectly by Mario J. Gabelli, a Director of CIBL, who own, as of November 20, 2012, approximately 22% of the issued and outstanding Shares.

ICTC's Board of Directors has unanimously determined that the terms of the Offer are fair to and in the best interests of ICTC's stockholders.  Accordingly, ICTC's Board of Directors recommends that ICTC's stockholders accept the Offer and tender their Shares to CIBL in the Offer. 

ICTC is strongly supportive of CIBL's willingness to provide liquidity for ICTC stockholders through the Offer.  ICTC recognizes that CIBL's investment in ICTC benefits ICTC's business goals and prospects.  ICTC believes the strategic alliance with CIBL will provide ICTC with a partner that has significant financial and business resources, which should assist ICTC in capitalizing on current consumer trends in communications services, particularly the use of broadband spectrum.  ICTC will distribute to its stockholders a statement setting forth in detail, among other things, the recommendation of ICTC's Board of Directors that ICTC's stockholders tender their Shares to CIBL in the Offer (the "ICTC Statement").

CIBL expects that the Offer will expire at 12:00 Midnight, Eastern Time, on December 19, 2012, unless extended or withdrawn.  Shares must be tendered prior to the expiration of the Offer, and existing tenders of Shares may be withdrawn at any time prior to the expiration of the Offer.  If more than the maximum number of Shares sought are tendered, the tendered Shares will be purchased on a pro rata basis (subject to any conditional tenders).  Any Shares that are properly withdrawn or not purchased by CIBL for any reason (including due to proration or conditional tender) will be returned to their holders in accordance with the terms of the Offer.  CIBL intends to fund the Offer with cash on hand.  The Offer is not conditioned on any minimum number of Shares being tendered or on the availability of financing.  However, the Offer is subject to certain customary conditions.

The terms and conditions of the Offer are set forth in an offer to purchase, a letter of transmittal and related documentation (the "Offering Documents"), which are being distributed to ICTC stockholders on or about November 21, 2012.  CIBL has retained Computershare Trust Company, N.A. ("Computershare") to serve as the Depositary for the Offer and Morrow & Co., LLC ("Morrow") to serve as the Information Agent.  Additional copies of the Offering Documents may be obtained from Morrow at (800) 461-0945 or [email protected] Please contact Morrow with any questions regarding the Offer.

Stockholders are urged to read the Offering Documents and the ICTC Statement because they contain important information that stockholders should consider before making any decision regarding tendering their Shares.  In addition to the Offering Documents and the ICTC Statement, each of CIBL and ICTC posts on a voluntary basis certain periodic financial and other information on its website at www.ciblinc.com and www.ictcgroup.net, respectively.


This release contains certain forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation anticipated corporate transactions. It should be recognized that such information may be based upon certain assumptions, projections and forecasts regarding, among other things, business conditions and financial markets, and must be read in conjunction with the cautionary statements set forth in documents filed by each of CIBL and ICTC on its website at www.ciblinc.com and www.ictcgroup.net, respectively. As a result, there can be no assurance that any possible transactions will be accomplished, and such information is subject to uncertainties, risks and inaccuracies, which could be material.

CIBL is a holding company with subsidiaries in television broadcasting. CIBL is listed on the Pink Sheets© under the symbol CIBY. CIBL's telephone number is (775) 664-3700.

ICTC is a holding company with subsidiaries in telecommunications.  ICTC is listed on the Pink Sheets© under the symbol ICTG. ICTC's telephone number is (701) 924-1000.


CIBL, Inc.
Robert E. Dolan
Interim Chief Executive Officer and
Interim Chief Financial Officer
(775) 664-3700

iCTC Group, Inc.
Dave Ahl
Chief Executive Officer
(701) 924-1000


More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
Virgil consists of an open-source encryption library, which implements Cryptographic Message Syntax (CMS) and Elliptic Curve Integrated Encryption Scheme (ECIES) (including RSA schema), a Key Management API, and a cloud-based Key Management Service (Virgil Keys). The Virgil Keys Service consists of a public key service and a private key escrow service. 

The Internet of Things (IoT), in all its myriad manifestations, has great potential. Much of that potential comes from the evolving data management and analytic (DMA) technologies and processes that allow us to gain insight from all of the IoT data that can be generated and gathered. This potential may never be met as those data sets are tied to specific industry verticals and single markets, with no clear way to use IoT data and sensor analytics to fulfill the hype being given the IoT today.
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to impr...
@ThingsExpo has been named the Top 5 Most Influential Internet of Things Brand by Onalytica in the ‘The Internet of Things Landscape 2015: Top 100 Individuals and Brands.' Onalytica analyzed Twitter conversations around the #IoT debate to uncover the most influential brands and individuals driving the conversation. Onalytica captured data from 56,224 users. The PageRank based methodology they use to extract influencers on a particular topic (tweets mentioning #InternetofThings or #IoT in this ...
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
Amazon has gradually rolled out parts of its IoT offerings, but these are just the tip of the iceberg. In addition to optimizing their backend AWS offerings, Amazon is laying the ground work to be a major force in IoT - especially in the connected home and office. In his session at @ThingsExpo, Chris Kocher, founder and managing director of Grey Heron, explained how Amazon is extending its reach to become a major force in IoT by building on its dominant cloud IoT platform, its Dash Button strat...
SYS-CON Events announced today that SoftNet Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. SoftNet Solutions specializes in Enterprise Solutions for Hadoop and Big Data. It offers customers the most open, robust, and value-conscious portfolio of solutions, services, and tools for the shortest route to success with Big Data. The unique differentiator is the ability to architect and ...
A critical component of any IoT project is what to do with all the data being generated. This data needs to be captured, processed, structured, and stored in a way to facilitate different kinds of queries. Traditional data warehouse and analytical systems are mature technologies that can be used to handle certain kinds of queries, but they are not always well suited to many problems, particularly when there is a need for real-time insights.
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
One of biggest questions about Big Data is “How do we harness all that information for business use quickly and effectively?” Geographic Information Systems (GIS) or spatial technology is about more than making maps, but adding critical context and meaning to data of all types, coming from all different channels – even sensors. In his session at @ThingsExpo, William (Bill) Meehan, director of utility solutions for Esri, will take a closer look at the current state of spatial technology and ar...
Everyone knows that truly innovative companies learn as they go along, pushing boundaries in response to market changes and demands. What's more of a mystery is how to balance innovation on a fresh platform built from scratch with the legacy tech stack, product suite and customers that continue to serve as the business' foundation. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, will discuss why and how ReadyTalk diverted from healthy revenue an...
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
SYS-CON Events announced today that Streamlyzer will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Streamlyzer is a powerful analytics for video streaming service that enables video streaming providers to monitor and analyze QoE (Quality-of-Experience) from end-user devices in real time.
In past @ThingsExpo presentations, Joseph di Paolantonio has explored how various Internet of Things (IoT) and data management and analytics (DMA) solution spaces will come together as sensor analytics ecosystems. This year, in his session at @ThingsExpo, Joseph di Paolantonio from DataArchon, will be adding the numerous Transportation areas, from autonomous vehicles to “Uber for containers.” While IoT data in any one area of Transportation will have a huge impact in that area, combining sensor...
Almost everyone sees the potential of Internet of Things but how can businesses truly unlock that potential. The key will be in the ability to discover business insight in the midst of an ocean of Big Data generated from billions of embedded devices via Systems of Discover. Businesses will also need to ensure that they can sustain that insight by leveraging the cloud for global reach, scale and elasticity.