Click here to close now.


Microsoft Cloud Authors: Jayaram Krishnaswamy, Elizabeth White, Andreas Grabner, Jim Kaskade, 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 and, 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 and, 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
Scott Guthrie's keynote presentation "Journey to the intelligent cloud" is a must view video. This is from AzureCon 2015, September 29, 2015 I have reproduced some screen shots in case you are unable to view this long video for one reason or another. One of the highlights is 3 datacenters coming on line in India.
In his session at @ThingsExpo, Tony Shan, Chief Architect at CTS, will explore the synergy of Big Data and IoT. First he will take a closer look at the Internet of Things and Big Data individually, in terms of what, which, why, where, when, who, how and how much. Then he will explore the relationship between IoT and Big Data. Specifically, he will drill down to how the 4Vs aspects intersect with IoT: Volume, Variety, Velocity and Value. In turn, Tony will analyze how the key components of IoT influence Big Data: Device, Connectivity, Context, and Intelligence. He will dive deep to the matrix...
When it comes to IoT in the enterprise, namely the commercial building and hospitality markets, a benefit not getting the attention it deserves is energy efficiency, and IoT’s direct impact on a cleaner, greener environment when installed in smart buildings. Until now clean technology was offered piecemeal and led with point solutions that require significant systems integration to orchestrate and deploy. There didn't exist a 'top down' approach that can manage and monitor the way a Smart Building actually breathes - immediately flagging overheating in a closet or over cooling in unoccupied ho...
As more and more data is generated from a variety of connected devices, the need to get insights from this data and predict future behavior and trends is increasingly essential for businesses. Real-time stream processing is needed in a variety of different industries such as Manufacturing, Oil and Gas, Automobile, Finance, Online Retail, Smart Grids, and Healthcare. Azure Stream Analytics is a fully managed distributed stream computation service that provides low latency, scalable processing of streaming data in the cloud with an enterprise grade SLA. It features built-in integration with Azur...
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
The enterprise is being consumerized, and the consumer is being enterprised. Moore's Law does not matter anymore, the future belongs to business virtualization powered by invisible service architecture, powered by hyperscale and hyperconvergence, and facilitated by vertical streaming and horizontal scaling and consolidation. Both buyers and sellers want instant results, and from paperwork to paperless to mindless is the ultimate goal for any seamless transaction. The sweetest sweet spot in innovation is automation. The most painful pain point for any business is the mismatch between supplies a...
The broad selection of hardware, the rapid evolution of operating systems and the time-to-market for mobile apps has been so rapid that new challenges for developers and engineers arise every day. Security, testing, hosting, and other metrics have to be considered through the process. In his session at Big Data Expo, Walter Maguire, Chief Field Technologist, HP Big Data Group, at Hewlett-Packard, will discuss the challenges faced by developers and a composite Big Data applications builder, focusing on how to help solve the problems that developers are continuously battling.
SYS-CON Events announced today that IBM Cloud Data Services has been named “Bronze Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
Mobile messaging has been a popular communication channel for more than 20 years. Finnish engineer Matti Makkonen invented the idea for SMS (Short Message Service) in 1984, making his vision a reality on December 3, 1992 by sending the first message ("Happy Christmas") from a PC to a cell phone. Since then, the technology has evolved immensely, from both a technology standpoint, and in our everyday uses for it. Originally used for person-to-person (P2P) communication, i.e., Sally sends a text message to Betty – mobile messaging now offers tremendous value to businesses for customer and empl...
SYS-CON Events announced today that ProfitBricks, the provider of painless cloud infrastructure, will exhibit at SYS-CON's 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. ProfitBricks is the IaaS provider that offers a painless cloud experience for all IT users, with no learning curve. ProfitBricks boasts flexible cloud servers and networking, an integrated Data Center Designer tool for visual control over the cloud and the best price/performance value available. ProfitBricks was named one of the coolest Clo...
“The Internet of Things transforms the way organizations leverage machine data and gain insights from it,” noted Splunk’s CTO Snehal Antani, as Splunk announced accelerated momentum in Industrial Data and the IoT. The trend is driven by Splunk’s continued investment in its products and partner ecosystem as well as the creativity of customers and the flexibility to deploy Splunk IoT solutions as software, cloud services or in a hybrid environment. Customers are using Splunk® solutions to collect and correlate data from control systems, sensors, mobile devices and IT systems for a variety of Ind...
Organizations already struggle with the simple collection of data resulting from the proliferation of IoT, lacking the right infrastructure to manage it. They can't only rely on the cloud to collect and utilize this data because many applications still require dedicated infrastructure for security, redundancy, performance, etc. In his session at 17th Cloud Expo, Emil Sayegh, CEO of Codero Hosting, will discuss how in order to resolve the inherent issues, companies need to combine dedicated and cloud solutions through hybrid hosting – a sustainable solution for the data required to manage I...
You have your devices and your data, but what about the rest of your Internet of Things story? Two popular classes of technologies that nicely handle the Big Data analytics for Internet of Things are Apache Hadoop and NoSQL. Hadoop is designed for parallelizing analytical work across many servers and is ideal for the massive data volumes you create with IoT devices. NoSQL databases such as Apache HBase are ideal for storing and retrieving IoT data as “time series data.”
Clearly the way forward is to move to cloud be it bare metal, VMs or containers. One aspect of the current public clouds that is slowing this cloud migration is cloud lock-in. Every cloud vendor is trying to make it very difficult to move out once a customer has chosen their cloud. In his session at 17th Cloud Expo, Naveen Nimmu, CEO of Clouber, Inc., will advocate that making the inter-cloud migration as simple as changing airlines would help the entire industry to quickly adopt the cloud without worrying about any lock-in fears. In fact by having standard APIs for IaaS would help PaaS expl...
Apps and devices shouldn't stop working when there's limited or no network connectivity. Learn how to bring data stored in a cloud database to the edge of the network (and back again) whenever an Internet connection is available. In his session at 17th Cloud Expo, Bradley Holt, Developer Advocate at IBM Cloud Data Services, will demonstrate techniques for replicating cloud databases with devices in order to build offline-first mobile or Internet of Things (IoT) apps that can provide a better, faster user experience, both offline and online. The focus of this talk will be on IBM Cloudant, Apa...
As enterprises capture more and more data of all types – structured, semi-structured, and unstructured – data discovery requirements for business intelligence (BI), Big Data, and predictive analytics initiatives grow more complex. A company’s ability to become data-driven and compete on analytics depends on the speed with which it can provision their analytics applications with all relevant information. The task of finding data has traditionally resided with IT, but now organizations increasingly turn towards data source discovery tools to find the right data, in context, for business users, d...
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobile software company with over 150 developers, designers, quality assurance engineers, project manage...
Learn how IoT, cloud, social networks and last but not least, humans, can be integrated into a seamless integration of cooperative organisms both cybernetic and biological. This has been enabled by recent advances in IoT device capabilities, messaging frameworks, presence and collaboration services, where devices can share information and make independent and human assisted decisions based upon social status from other entities. In his session at @ThingsExpo, Michael Heydt, founder of Seamless Thingies, will discuss and demonstrate how devices and humans can be integrated from a simple clust...
SYS-CON Events announced today that Cloud Raxak has been named “Media & Session Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Raxak Protect automates security compliance across private and public clouds. Using the SaaS tool or managed service, developers can deploy cloud apps quickly, cost-effectively, and without error.
Who are you? How do you introduce yourself? Do you use a name, or do you greet a friend by the last four digits of his social security number? Assuming you don’t, why are we content to associate our identity with 10 random digits assigned by our phone company? Identity is an issue that affects everyone, but as individuals we don’t spend a lot of time thinking about it. In his session at @ThingsExpo, Ben Klang, Founder & President of Mojo Lingo, will discuss the impact of technology on identity. Should we federate, or not? How should identity be secured? Who owns the identity? How is identity ...