ADSX news.....AT&T Canada Announces Agreement to Make a
Take-over Bid for All of the Outstanding Common
Shares of Tigertel Inc.
$69 Million Bid for Business Telecommunications Service Provider to Complement AT&T Canada
Service Portfolio
TORONTO, Nov. 29 /CNW-PRN/ - AT&T Canada, Canada's largest and only national facilities-based competitive provider
of local and long distance, voice, data and Internet communications services, today announced that it has entered into an
agreement with TigerTel Inc. (CDN:TTEL) pursuant to which AT&T Canada Corp. has agreed, subject to the satisfaction of
certain conditions, to make an all cash take-over bid for 100 percent of TigerTel's common shares at a price of $9.25 per
share.
Upon the unanimous recommendation of a special committee of the board of directors, the board of directors of TigerTel has
unanimously agreed to support the bid and recommend it to the holders of common shares.
AT&T Canada has also entered into an agreement with Applied Digital Solutions, Inc. (NASDAQ:ADSX - news), the
controlling shareholder of TigerTel and the holder of 4,942,284 common shares of TigerTel, (representing approximately 65
percent of the outstanding common shares on a fully diluted basis) pursuant to which Applied has agreed to deposit its common
shares of TigerTel under the bid once it is made.
Based on the 7,506,297 common shares outstanding on a fully diluted basis as at November 24, 1999, the total value of the
bid is approximately $69.4 million.
TigerTel is a Canadian business telecommunications provider that derives the bulk of its revenue from managing
telecommunications services by outsourcing the planning, administration and support of telecommunications services on behalf
of large business customers. In addition, the company offers telecommunications services to business customers on a resale
basis and operates 13 call centres across Canada which provide a variety of outsourced tele-sales and tele-service offerings on
behalf of business customers.
TigerTel has approximately 15,000 business customers and 500 employees across Canada. TigerTel is expected to generate
approximately $50 million in revenue in 1999 and be approximately EBITDA neutral. The transaction is expected to close
before the end of this year, subject to all conditions being satisfied.
''We're extremely pleased to announce this agreement,'' said Jim Meenan, Vice-Chairman and CEO, AT&T Canada.
''TigerTel has built a strong business customer base by offering products and services that complement those that we offer
today. We expect to leverage our local and long haul fibre-optic networks by migrating a significant portion of their resale traffic
onto our own networks. We also expect TigerTel to enhance our significant, existing managed network services capabilities.''
''We look forward to the opportunity to join the AT&T Canada team,'' said Don Swift, CEO of TigerTel. ''We're confident
that our team will contribute to the significant growth opportunities within the Canadian business telecommunications market.
We bring a talented group of employees and a unique set of services within the business market.''
The bid will be subject to a number of conditions customary for a transaction of this type and certain additional conditions that
are required to be satisfied prior to the payment for common shares tendered.
These conditions include, but are not limited to, at least 90 percent of the outstanding common shares of TigerTel being
tendered to the bid, receipt of Competition Act approval, approval of a special resolution of the holders of exchangeable shares
of TigerTel's subsidiary, TigerTel Services Limited, to amend the terms of such shares providing for their early redemption and
the sale by TigerTel Services Limited to Applied Digital Solutions, Inc. of its direct and indirect interest in Consolidated
Technologies Holdings Inc. and its subsidiaries.
In the event of the termination of the agreement between AT&T Canada and TigerTel, under certain circumstances, AT&T
Canada would be entitled to a termination fee of approximately $3.5 million. These circumstances include TigerTel's board
withdrawing or modifying its approval of the transaction or Tigertel's board approving or recommending a transaction which it
determines is superior to the AT&T Canada transaction.
About AT&T Canada:
AT&T Canada is Canada's largest facilities-based competitive voice, data and Internet telecommunications provider. Created
in June 1999 from the merger of AT&T Canada Long Distance Services, MetroNet Communications, Netcom Canada and
ACC TelEnterprises, AT&T Canada brings together the country's largest competitive local exchange carrier (CLEC), three of
Canada's leading competitive Internet Service Providers (ISP), and Canada's pioneer in competitive long distance. Deploying
the most advanced fibre-optic networking and digital switching platforms, AT&T Canada offers customers across the country a
full suite of local and long distance voice, data and Internet services - with excellent customer service, competitive pricing, and
sales and service locations from coast-to-coast. AT&T Canada is a public company which trades on the Toronto and Montreal
stock exchanges under the symbol TEL.B and on the NASDAQ National Market System under the symbol ATTC. Visit
AT&T Canada's web site, www.attcanada.com, for more information about the company.
About TigerTel Inc:
TigerTel Inc. was created in June 1999 through the merger of TigerTel Services Limited and Contour Telecom Management
Inc. TigerTel shares are traded on the Canadian Dealing Network under the symbol ''TTEL''.
Note for Investors:
This news release includes statements about expected future events and/or financial results that are forward-looking in nature
and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking
statements provisions contained in the Private Securities Litigation Reform Act of 1995. The company cautions that actual
performance will be affected by a number of factors, many of which are beyond the company's control, and that future events
and results may vary substantially from what the company currently foresees. Discussion of the various factors that may affect
future results is contained in the company's recent filings with the Securities and Exchange Commission, the Ontario Securities
Commission, and SEDAR.
SOURCE: AT&T Canada Corp.
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