|By PR Newswire||
|November 21, 2012 08:00 AM EST||
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 PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF TENDERS OR CONSENTS WITH RESPECT TO, ANY SHARES. NO OFFER, SOLICITATION, OR PURCHASE WILL BE MADE IN ANY JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION, OR PURCHASE WOULD BE UNLAWFUL. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFERING DOCUMENTS AND THE ICTC STATEMENT. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFERING DOCUMENTS AND THE ICTC STATEMENT AND TO CONSULT THEIR INVESTMENT AND TAX ADVISORS BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES.
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.
Robert E. Dolan
Interim Chief Executive Officer and
Interim Chief Financial Officer
iCTC Group, Inc.
Chief Executive Officer
SOURCE CIBL, Inc.
We’ve worked with dozens of early adopters across numerous industries and will debunk common misperceptions, which starts with understanding that many of the connected products we’ll use over the next 5 years are already products, they’re just not yet connected. With an IoT product, time-in-market provides much more essential feedback than ever before. Innovation comes from what you do with the data that the connected product provides in order to enhance the customer experience and optimize busi...
May. 5, 2016 06:00 AM EDT Reads: 1,345
In his session at @ThingsExpo, Chris Klein, CEO and Co-founder of Rachio, will discuss next generation communities that are using IoT to create more sustainable, intelligent communities. One example is Sterling Ranch, a 10,000 home development that – with the help of Siemens – will integrate IoT technology into the community to provide residents with energy and water savings as well as intelligent security. Everything from stop lights to sprinkler systems to building infrastructures will run ef...
May. 5, 2016 02:00 AM EDT Reads: 1,300
Manufacturers are embracing the Industrial Internet the same way consumers are leveraging Fitbits – to improve overall health and wellness. Both can provide consistent measurement, visibility, and suggest performance improvements customized to help reach goals. Fitbit users can view real-time data and make adjustments to increase their activity. In his session at @ThingsExpo, Mark Bernardo Professional Services Leader, Americas, at GE Digital, will discuss how leveraging the Industrial Interne...
May. 5, 2016 12:45 AM EDT Reads: 1,386
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
May. 5, 2016 12:00 AM EDT Reads: 1,213
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
May. 4, 2016 11:45 PM EDT Reads: 1,276
Increasing IoT connectivity is forcing enterprises to find elegant solutions to organize and visualize all incoming data from these connected devices with re-configurable dashboard widgets to effectively allow rapid decision-making for everything from immediate actions in tactical situations to strategic analysis and reporting. In his session at 18th Cloud Expo, Shikhir Singh, Senior Developer Relations Manager at Sencha, will discuss how to create HTML5 dashboards that interact with IoT devic...
May. 4, 2016 09:00 PM EDT Reads: 1,434
Artificial Intelligence has the potential to massively disrupt IoT. In his session at 18th Cloud Expo, AJ Abdallat, CEO of Beyond AI, will discuss what the five main drivers are in Artificial Intelligence that could shape the future of the Internet of Things. AJ Abdallat is CEO of Beyond AI. He has over 20 years of management experience in the fields of artificial intelligence, sensors, instruments, devices and software for telecommunications, life sciences, environmental monitoring, process...
May. 4, 2016 05:30 PM EDT Reads: 1,431
The demand for organizations to expand their infrastructure to multiple IT environments like the cloud, on-premise, mobile, bring your own device (BYOD) and the Internet of Things (IoT) continues to grow. As this hybrid infrastructure increases, the challenge to monitor the security of these systems increases in volume and complexity. In his session at 18th Cloud Expo, Stephen Coty, Chief Security Evangelist at Alert Logic, will show how properly configured and managed security architecture can...
May. 4, 2016 05:15 PM EDT Reads: 486
A critical component of any IoT project is the back-end systems that capture data from remote IoT devices and structure it in a way to answer useful questions. Traditional data warehouse and analytical systems are mature technologies that can be used to handle large data sets, but they are not well suited to many IoT-scale products and the need for real-time insights. At Fuze, we have developed a backend platform as part of our mobility-oriented cloud service that uses Big Data-based approache...
May. 4, 2016 03:30 PM EDT Reads: 714
SYS-CON Events announced today that Ericsson has been named “Gold Sponsor” of SYS-CON's @ThingsExpo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. Ericsson is a world leader in the rapidly changing environment of communications technology – providing equipment, software and services to enable transformation through mobility. Some 40 percent of global mobile traffic runs through networks we have supplied. More than 1 billion subscribers around the world re...
May. 4, 2016 01:45 PM EDT Reads: 1,366
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
May. 4, 2016 01:00 PM EDT Reads: 1,458
We're entering the post-smartphone era, where wearable gadgets from watches and fitness bands to glasses and health aids will power the next technological revolution. With mass adoption of wearable devices comes a new data ecosystem that must be protected. Wearables open new pathways that facilitate the tracking, sharing and storing of consumers’ personal health, location and daily activity data. Consumers have some idea of the data these devices capture, but most don’t realize how revealing and...
May. 4, 2016 12:45 PM EDT Reads: 701
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
May. 4, 2016 12:45 PM EDT Reads: 958
trust and privacy in their ecosystem. Assurance and protection of device identity, secure data encryption and authentication are the key security challenges organizations are trying to address when integrating IoT devices. This holds true for IoT applications in a wide range of industries, for example, healthcare, consumer devices, and manufacturing. In his session at @ThingsExpo, Lancen LaChance, vice president of product management, IoT solutions at GlobalSign, will teach IoT developers how t...
May. 4, 2016 12:15 PM EDT Reads: 626
There is an ever-growing explosion of new devices that are connected to the Internet using “cloud” solutions. This rapid growth is creating a massive new demand for efficient access to data. And it’s not just about connecting to that data anymore. This new demand is bringing new issues and challenges and it is important for companies to scale for the coming growth. And with that scaling comes the need for greater security, gathering and data analysis, storage, connectivity and, of course, the...
May. 4, 2016 11:15 AM EDT Reads: 1,284
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
May. 4, 2016 10:00 AM EDT Reads: 1,541
Digital payments using wearable devices such as smart watches, fitness trackers, and payment wristbands are an increasing area of focus for industry participants, and consumer acceptance from early trials and deployments has encouraged some of the biggest names in technology and banking to continue their push to drive growth in this nascent market. Wearable payment systems may utilize near field communication (NFC), radio frequency identification (RFID), or quick response (QR) codes and barcodes...
May. 4, 2016 08:15 AM EDT Reads: 1,028
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
May. 4, 2016 08:00 AM EDT Reads: 1,228
The IETF draft standard for M2M certificates is a security solution specifically designed for the demanding needs of IoT/M2M applications. In his session at @ThingsExpo, Brian Romansky, VP of Strategic Technology at TrustPoint Innovation, will explain how M2M certificates can efficiently enable confidentiality, integrity, and authenticity on highly constrained devices.
May. 4, 2016 08:00 AM EDT Reads: 1,308
You deployed your app with the Bluemix PaaS and it's gaining some serious traction, so it's time to make some tweaks. Did you design your application in a way that it can scale in the cloud? Were you even thinking about the cloud when you built the app? If not, chances are your app is going to break. Check out this webcast to learn various techniques for designing applications that will scale successfully in Bluemix, for the confidence you need to take your apps to the next level and beyond.
May. 3, 2016 12:15 PM EDT Reads: 1,632