|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.
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, discussed how leveraging the Industrial Internet a...
Jul. 29, 2016 03:15 PM EDT Reads: 599
On Dice.com, the number of job postings asking for skill in Amazon Web Services increased 76 percent between June 2015 and June 2016. Salesforce.com saw its own skill mentions increase 37 percent, while DevOps and Cloud rose 35 percent and 28 percent, respectively. Even as they expand their presence in the cloud, companies are also looking for tech professionals who can manage projects, crunch data, and figure out how to make systems run more autonomously. Mentions of ‘data science’ as a skill ...
Jul. 29, 2016 03:00 PM EDT Reads: 367
IoT generates lots of temporal data. But how do you unlock its value? You need to discover patterns that are repeatable in vast quantities of data, understand their meaning, and implement scalable monitoring across multiple data streams in order to monetize the discoveries and insights. Motif discovery and deep learning platforms are emerging to visualize sensor data, to search for patterns and to build application that can monitor real time streams efficiently. In his session at @ThingsExpo, ...
Jul. 29, 2016 02:00 PM EDT Reads: 1,200
"delaPlex is a software development company. We do team-based outsourcing development," explained Mark Rivers, COO and Co-founder of delaPlex Software, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 29, 2016 01:00 PM EDT Reads: 2,093
ReadyTalk has expanded the capabilities of the FoxDen collaboration platform announced late last year to include FoxDen Connect, an in-room video collaboration experience that launches with a single touch. With FoxDen Connect, users can now not only engage in HD video conferencing between iOS and Android mobile devices or Chrome browsers, but also set up in-person meeting rooms for video interactions. A host’s mobile device automatically recognizes the presence of a meeting room via beacon tech...
Jul. 29, 2016 12:15 PM EDT Reads: 312
Amazon has gradually rolled out parts of its IoT offerings in the last year, but these are just the tip of the iceberg. In addition to optimizing their back-end AWS offerings, Amazon is laying the ground work to be a major force in IoT – especially in the connected home and office. Amazon is extending its reach by building on its dominant Cloud IoT platform, its Dash Button strategy, recently announced Replenishment Services, the Echo/Alexa voice recognition control platform, the 6-7 strategic...
Jul. 29, 2016 11:15 AM EDT Reads: 678
SYS-CON Events announced today that LeaseWeb USA, a cloud Infrastructure-as-a-Service (IaaS) provider, 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. LeaseWeb is one of the world's largest hosting brands. The company helps customers define, develop and deploy IT infrastructure tailored to their exact business needs, by combining various kinds cloud solutions.
Jul. 29, 2016 11:15 AM EDT Reads: 1,341
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, explored the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences between wh...
Jul. 29, 2016 09:45 AM EDT Reads: 2,136
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.
Jul. 29, 2016 09:45 AM EDT Reads: 1,033
SYS-CON Events announced today that Venafi, the Immune System for the Internet™ and the leading provider of Next Generation Trust Protection, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Venafi is the Immune System for the Internet™ that protects the foundation of all cybersecurity – cryptographic keys and digital certificates – so they can’t be misused by bad guys in attacks...
Jul. 29, 2016 09:45 AM EDT Reads: 1,474
There will be new vendors providing applications, middleware, and connected devices to support the thriving IoT ecosystem. This essentially means that electronic device manufacturers will also be in the software business. Many will be new to building embedded software or robust software. This creates an increased importance on software quality, particularly within the Industrial Internet of Things where business-critical applications are becoming dependent on products controlled by software. Qua...
Jul. 29, 2016 07:15 AM EDT Reads: 1,647
In addition to all the benefits, IoT is also bringing new kind of customer experience challenges - cars that unlock themselves, thermostats turning houses into saunas and baby video monitors broadcasting over the internet. This list can only increase because while IoT services should be intuitive and simple to use, the delivery ecosystem is a myriad of potential problems as IoT explodes complexity. So finding a performance issue is like finding the proverbial needle in the haystack.
Jul. 29, 2016 06:45 AM EDT Reads: 2,374
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 imp...
Jul. 29, 2016 04:45 AM EDT Reads: 2,577
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Jul. 29, 2016 04:15 AM EDT Reads: 2,689
The Internet of Things 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, demonstrated how to move beyond today's coding paradigm and shared the must-have mindsets for removing complexity from the develo...
Jul. 29, 2016 02:45 AM EDT Reads: 1,625
SYS-CON Events announced today that MangoApps 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. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device.
Jul. 29, 2016 02:30 AM EDT Reads: 1,471
Large scale deployments present unique planning challenges, system commissioning hurdles between IT and OT and demand careful system hand-off orchestration. In his session at @ThingsExpo, Jeff Smith, Senior Director and a founding member of Incenergy, will discuss some of the key tactics to ensure delivery success based on his experience of the last two years deploying Industrial IoT systems across four continents.
Jul. 29, 2016 02:00 AM EDT Reads: 1,703
Basho Technologies has announced the latest release of Basho Riak TS, version 1.3. Riak TS is an enterprise-grade NoSQL database optimized for Internet of Things (IoT). The open source version enables developers to download the software for free and use it in production as well as make contributions to the code and develop applications around Riak TS. Enhancements to Riak TS make it quick, easy and cost-effective to spin up an instance to test new ideas and build IoT applications. In addition to...
Jul. 29, 2016 12:15 AM EDT Reads: 2,018
Identity is in everything and customers are looking to their providers to ensure the security of their identities, transactions and data. With the increased reliance on cloud-based services, service providers must build security and trust into their offerings, adding value to customers and improving the user experience. Making identity, security and privacy easy for customers provides a unique advantage over the competition.
Jul. 28, 2016 11:45 PM EDT Reads: 1,283
"We've discovered that after shows 80% if leads that people get, 80% of the conversations end up on the show floor, meaning people forget about it, people forget who they talk to, people forget that there are actual business opportunities to be had here so we try to help out and keep the conversations going," explained Jeff Mesnik, Founder and President of ContentMX, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 28, 2016 10:15 PM EDT Reads: 1,456