VANCOUVER, Dec. 9 /CNW-PRN/ - Advanced Gravis Computer Technology Ltd.
announced today that it has approved a Plan of Arrangement, subject to
shareholder and Court approval, with its majority shareholder, Pyramid
Acquisition Corp. pursuant to which Pyramid will acquire the remaining common
shares of Gravis that were not deposited pursuant to Pyramid's Takeover Bid
Offer dated August 17, 1996. Under that offer, which was concluded on
September 20, 1996, Pyramid had acquired approximately 73.7% of the
outstanding shares of Advanced Gravis.
The Plan of Arrangement approved by the Board is for Pyramid to acquire
all the remaining common shares through a statutory Plan of Arrangement at a
price of $0.50 Cdn. per common share. This represents an increase of $0.05
Cdn. from the $0.45 Cdn. price initially proposed by Pyramid.
A Special Committee comprised of Board members independent of Pyramid and
its parent, ACCO World Corporation, was formed by the Board to consider
Pyramid's proposal and to make a recommendation to the full Board as to an
appropriate response to the proposal. The Special Committee retained
independent, qualified legal and financial counsel, including a prominent,
independent Canadian investment banker to value Gravis' shares. After due
deliberation the Special Committee concluded that the proposed Arrangement at
$0.50 Cdn. per common share is reasonable from a corporate point of view and
is in the best interests of the Company; is fair to Minority Shareholders; and
that the Board should recommend to Minority Shareholders that they vote in
favor of a special resolution approving the Plan of Arrangement.
The Board announced that an Extraordinary General Meeting of Holders of
Common Shares will be held on January 14, 1997 at 10:00 am at the Four Seasons
Hotel in Vancouver, BC to consider a special resolution to approve the Plan of
Arrangement between Gravis and Pyramid. Such a special resolution must be
approved by at least 75% of shareholders casting a vote (Pyramid may vote its
shares) and also requires Court approval to be effective. The Board has fixed
December 2, 1996 as the Record Date for determining holders of common shares
entitled to notice of and to vote at the Meeting.
An information circular, including rights of dissenting shareholders,
will be mailed to shareholders of record later this week and will also be
posted on the Company's web site (www.gravis.com).
Gravis is a leader in the PC entertainment market. It designs,
manufactures and markets joysticks, GamePads and high-end sound cards for both
Macintosh and IBM-compatible computers to customers worldwide. For further
information on Gravis and its products, please contact our WEB site at
WWW.GRAVIS.COM.
K. Michael Cooper
President and CEO
SOURCE: Advanced Gravis Computer Technology Ltd.
-0- 12/09/96
/CONTACT: K. Michael Cooper (604) 431-5020/ |
