Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Technology Stocks : Newbridge Networks -- Ignore unavailable to you. Want to Upgrade?

To: Ian@SI who wrote (13308)	9/14/1999 11:35:00 PM
From: pat mudge	Read Replies (1) \| Respond to of 18016

ONTARIO SECURITIES COMMISSION - OSC Re Newbridge Networks and Timestep Order -------------------------------------------------------------------------------- Story Filed: Tuesday, September 14, 1999 4:34 PM EST IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "Act") AND NEWBRIDGE NETWORKS CORPORATION AND TIMESTEP CORPORATION ORDER (Clause 104(2)(c) of the Act) Toronto, Ontario, Sep. 14, 1999 (Market News Publishing via COMTEX) -- UPON the application (the "Application") of Newbridge Networks Corporation ("Newbridge") to the Ontario Securities Commission (the "Commission"), in connection with its proposed offer (the "Offer") to acquire all of the outstanding Class A Shares and Class B Shares (collectively, the "Common Shares") of Timestep Corporation ("Timestep"), for an order under clause 104(2)(c) of the Act exempting Newbridge from the requirements of sections 95-100 of the Act: AND UPON considering the Application and the recommendation of the staff of the Commission; AND UPON Newbridge having represented to the Commission as follows: 1. Newbridge is governed by the Canada Business Corporations Act (the "CBCA"), is a reporting issuer in Ontario and is not on the list of defaulting reporting issuers maintained pursuant to subsection 72(9) of the Act. 2. Timestep is governed by the CBCA. It is not a reporting issuer or the equivalent in Ontario or any other jurisdiction in Canada. None of its securities are listed for trading on any Canadian or U.S. exchange, nor are any of its securities quoted on the Canadian Dealing Network Inc. or NASDAQ. 3. Timestep's authorized capital consists of an unlimited number of Class A Shares, an unlimited number of Class B Shares and an unlimited number of preferred shares. As of August 6, 1999, there were 9,597,901 Class A Shares, 1,526,000 Class B Shares and no preferred shares issued and outstanding. 4. Newbridge currently owns 3,324,848 Common Shares representing approximately 30% of the issued and outstanding Common Shares. 5. As of August 19, 1999, there were: A. 193 registered holders of Class A Shares (the "Class A Shareholders"); B. 96 registered Class A Shareholders who are current Timestep employees ("Current Employee Shareholders") or individuals who acquired their Class A Shares while they were in the employment of Timestep and have continued to hold such Class A Shares ("Former Employee Shareholders"); C. 53 registered Class A Shareholders that are registered retirement savings plans established for the benefit of Current Employee Shareholders or Former Employee Shareholders ("Employee RRSPs"); D. 44 registered Class A Shareholders that are neither Current Employee Shareholders, Former Employee Shareholders or Employee RRSPs; and E. 2 registered holders of Class B Shares. 6. Newbridge, through a wholly-owned subsidiary, proposes to make an offer to acquire all of the outstanding Common Shares (the "Offer") for consideration equal to $9.00 in cash for each Common Share held. 7. The Offer will be conditional upon, among other things, holders of Common Shares (the "Timestep Shareholders") holding at least 90% of each of the Class A Shares and Class B shares not held by Newbridge and its affiliates and associates tendering their Common Shares to the Offer. 8. A take-over bid circular conforming to the requirements of the CBCA will be sent to all Timestep Shareholders and the Offer will be effected in compliance with the provisions of the CBCA governing take-over bids. 9. Newbridge and Timestep have entered into an agreement (the "Support Agreement") pursuant to which Newbridge has agreed to make the Offer and Timestep has agreed that its board of directors will support the Offer and recommend to Timestep Shareholders that they accept the Offer. AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest; IT IS ORDERED pursuant to clause 104(2)(c) of the Act that, in connection with the Offer, Newbridge shall be exempt from the requirements of sections 95-100 of the Act. August 25th, 1999 "J.A. Geller" "Howard I. Wetston" TEL: (416) 593-8313 Ontario Securities Commission REF: Newbridge Networks Corp. Timestep Corp. ---------------------------------------------------------------------------- (c) Corporate Dissemination Services Inc. All rights reserved. Tel:(604) 689-1101 Fax:(604) 689-1106 RapidFAX (tm) - To get the NEWS as it happens, call (604)