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Xentel Mails Information Circular Concerning Merger Agreement with Schroder Ventures US
CALGARY, ALBERTA, April 10, 2003 - Xentel DM Incorporated (TSX Venture Exchange: XDM), a North American specialty entertainment and relationship marketing company, announced today that it has mailed the Information Circular relating to the annual and special meeting of its securityholders to be held at the Hockey Hall of Fame in Toronto at 9:00 a.m. (EST) on May 2, 2003.
The meeting has been called to consider the proposed acquisition of Xentel by way of a legal process called an arrangement (the "Arrangement"), which would result in Xentel "going private".
On March 6, 2003, Xentel announced that it had entered into a Merger Agreement with Schroder Ventures US ("SVUS"). Pursuant to the Merger Agreement, all Xentel shareholders will receive Cdn. $2.00 for each share of Xentel held (and in-the-money amounts for outstanding options and warrants). The two principal shareholders of Xentel will also receive Cdn $2.00 per share for approximately 28% of their aggregate shareholdings and will receive exchangeable shares and preferred shares of a new holding company (valued at Cdn. $2.00 per share) for the balance of their aggregate shareholdings. Upon completion of the transactions contemplated by the Merger Agreement and the Arrangement, the principal shareholders will hold approximately 31%, and SVUS will hold approximately 69%, of the equity of the holding company, and the holding company will own Xentel.
The price of Cdn. $2.00 per share represents a premium of approximately 62% over the weighted average trading price of the common shares over the 30 trading days ended March 5, 2003 of Cdn. $1.23.
The Board of Directors of Xentel has unanimously determined that the Arrangement and the related transactions are fair to the Xentel securityholders and are in the best interests of Xentel. The Board of Directors of Xentel unanimously recommends that securityholders vote in favour of the resolutions to approve the Arrangement and the related transactions.
All Xentel shareholders, optionholders and warrantholders are encouraged to vote in person or by proxy at the meeting. Details on voting are contained in the Information Circular, which may be viewed at www.sedar.com.
The TSX Venture Exchange has neither approved nor disapproved the contents of this announcement.
For more information, please contact:
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Caren Holtby
Investor Relations
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Tel: (866) 204-9861
Fax: (416) 633-4643
carenh@xentel.com
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