MTI Wireless Edge Limited Proposed merger with MTIC - application to court (5726P)

TIDMMWE

RNS Number : 5726P

MTI Wireless Edge Limited

30 May 2018

30 May 2018

MTI Wireless Edge Ltd

("MTI" or the "Company")

Proposed merger with MTI Computers & Software Services (1982) Ltd

Application to Israeli court in accordance with Sections 350-351 of the Israeli Companies Law, 1999

Further to the Company's announcements on 2 May 2018 and 8 May 2018, MTI Wireless Edge Ltd (AIM: MWE), a market leader in the manufacture of flat panel antennas for fixed wireless broadband and a wireless irrigation solutions provider, announces that yesterday, it and its controlling shareholder, MTI Computers & Software Services (1982) Ltd ("MTIC"), filed an application with the Israeli court requesting the court to order the convening of Extraordinary General Meetings of the shareholders of each company in accordance with Sections 350-351 of the Israeli Companies Law, 1999. The Extraordinary General Meetings are being convened so that the MTI and MTIC shareholders may consider and, if thought fit, approve the proposed merger between the two companies in accordance with the terms of the merger agreement entered into on 1 May 2018, further details of which are set out in the Company's announcement of 2 May 2018 (the "Merger").

Additional details regarding the Merger and its implications on MTI and MTIC and their respective shareholders will be provided in the circular to be sent to the Company's shareholders in connection with approval of the Merger.

The Company has today uploaded to its website the following additional information and documents, which have been published in Israel as part of the application to the Israeli court:

-- Valuation Report of MTI and MTIC prepared by S.C.A Economic Advisory Ltd., dated 24 April 2018.

-- Relationship Agreement between the Company and Mokirei Aya Ltd. (a company owned equally by Messrs Zvi Borovitz, Amelia Borovitz-Brill, Moshe Borovitz, and Alexander Borovitz (i.e. 25% each)), dated 1 May 2018.

   --     Summary of the tax implications of the Merger. 
   --     Details of the holdings of the Company's shares prior to and following the Merger. 

-- Summary of the shareholders' agreement relating to the Company, entered into between Mokirei Aya Ltd., Zvi Borovitz, Moshe Borovitz, and Jacques and Rina Beer, dated 30 April 2018.

The above information and documents can be found at http://www.mtiwe.com/?CategoryID=377&ArticleID=199

For further information please contact:

 
 MTI Wireless Edge Ltd                    http://www.mtiwe.com/ 
  Dov Feiner, CEO                          [phone] 
  Moni Borovitz, Financial Director 
 Nomad and Joint Broker 
  Allenby Capital Limited 
  Nick Naylor 
  Alex Brearley                           [phone] 
 Joint Broker 
 
  Peterhouse Corporate Finance Limited 
  Lucy Williams 
  Eran Zucker                            [phone] 
 

About MTI Wireless Edge

MTI is engaged in the development, production and marketing of high quality, low cost, flat panel antennas for commercial and for military applications. Commercial applications include: WiMAX; wireless networking; RFID readers; and broadband wireless access. With over 40 years' experience MTI supplies 100KHz to 90GHz antennas (including directional antennas and omni directional) for outdoor and indoor deployments, including smart antennas for WiMAX, Wi-Fi, public safety, RFID and base stations and terminals for the utility market. Military applications includes a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.

Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola IRRInet state of the art control, monitoring and communication technologies. Mottech, headquartered in Israel, is the global prime distributor of Motorola for the IRRInet remote control solutions serving its customers worldwide through its subsidiaries and a global network of local distributers and representatives. It utilizes over 25 years of experience in providing its customers with remote control and management systems which ensure constant, reliable and accurate water usage, while reducing operational costs and maintenance costly expenses. Mottech activities are focused in the market segments of agriculture, water distribution, municipal and commercial landscape and wastewater and storm water reuse.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

FURZKLFLVEFBBBF

(END) Dow Jones Newswires

May 30, 2018 02:30 ET (06:30 GMT)