TORONTO, ONTARIO–(Marketwired – Nov. 23, 2016) – Alignvest Acquisition Corporation (TSX:AQX.A)(TSX:AQX.WT) (“AQX“) announces that, in accordance with applicable rules, it has filed a non-offering preliminary prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the completion of its qualifying acquisition.
On November 1, 2016, AQX announced that it had entered into a definitive arrangement agreement with Trilogy International Partners LLC (“Trilogy” or the “Company“), to effect a business combination by way of a court approved plan of arrangement (the “Arrangement“). Trilogy is a high growth telecommunications company founded and led by one of the industry’s most experienced management teams with operating assets in New Zealand and Bolivia. AQX and Trilogy intend to build a pre-eminent global telecommunications provider with sufficient resources and capital to continue delivering on its stated growth strategy. We believe the company will provide investors with an attractive investment opportunity characterized by an industry-leading, world-class management team with a history of creating significant shareholder value; positive long-term trends in each of the company’s operating markets; significant organic and accretive growth opportunities; a clear path to meaningfully reduced balance sheet leverage; and a compelling valuation relative to Trilogy’s peers.
Pursuant to applicable rules, the prospectus contains disclosure of AQX, to be renamed Trilogy International Partners Inc., as the resulting issuer, assuming completion of the Arrangement.
Following the issuance of a receipt for the final prospectus, AQX will file and mail an information circular, to which the final prospectus will be attached, in connection with the special meeting of shareholders of AQX (the “Meeting“) at which approval of the Arrangement will be sought.
The Arrangement remains subject to, among other things, approval of the Ontario Superior Court of Justice, applicable regulatory authorities, including the Toronto Stock Exchange, and certain other closing conditions.
Holders of Class A Restricted Voting Shares, whether they vote for or against or do not vote on the qualifying acquisition, will have a right to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption prior to the second business day before the Meeting with the redemption being effective, subject to applicable law, immediately prior to the closing of the Arrangement.
Subject to receipt of the required approvals, AQX intends to mail the information circular to its shareholders in late December 2016, and it is anticipated that the Meeting will take place in late January 2017. Closing of the Arrangement is expected to occur shortly thereafter, subject to satisfaction or waiver of the conditions contained in the Arrangement Agreement as well as applicable regulatory, shareholder, and court approval.
The prospectus is available on www.sedar.com under AQX’s profile or on AQX’s website at www.alignvestacquisition.com.
About Alignvest Acquisition Corporation
Alignvest Acquisition Corporation is a special purpose acquisition corporation formed for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination. For more information, visit AQX at www.alignvestacquisition.com.
About Trilogy International Partners
Trilogy International Partners LLC, based in Bellevue, Washington, was formed in 2005 as a privately held wireless telecommunications operator. Trilogy is the successor to Western Wireless International, the former international investment division of Western Wireless that managed 15 wireless operations across the globe. Trilogy currently provides wireless communications services through its operating subsidiaries in New Zealand and Bolivia. Trilogy’s Bolivian subsidiary, NuevaTel, launched operations in 2000 and was acquired by the Company from Western Wireless in 2006. Trilogy launched 2degrees as a greenfield operation in New Zealand in 2009. For more information, visit Trilogy at www.trilogy-international.com.
Cautionary Statements
Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “will”, “may” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, the Arrangement, the receipt of necessary approvals for the transaction, mailing of the circular, holding the Meeting and completion of the Arrangement, certain anticipated strategic, operational, and competitive advantages and benefits created by Arrangement and future opportunities for Trilogy.
Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: the conditions to the consummation of the transaction may not be satisfied or waived; risks relating to the failure to obtain necessary shareholder, court, third party and regulatory approvals for the transaction; the filing and/or mailing of documentation relating to the Arrangement may not be completed on a timely basis; high levels of redemptions by AQX shareholders; the anticipated strategic, operational and competitive benefits may not be realized; the transaction may be modified, restructured or terminated; events or series of events may cause business interruptions; Trilogy’s ability to raise additional capital; and the availability of equity and debt financing and/or refinancing on acceptable terms.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Andre Mousseau
Chief Operating Officer
(416) 775-1916
[email protected]
www.alignvestacquisition.com
Trilogy International Partners, LLC
Erik Mickels
Senior Vice President and Chief Financial Officer
(425) 458-5969
[email protected]
www.trilogy-international.com
