LML Payment (LMLP) Receives Shareholder Approval for Digital River (DRIV) Merger
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Digital River, Inc. (NASDAQ: DRIV) and LML Payment Systems Inc. (NASDAQ: LMLP) are pleased to announce that LML has received shareholder approval for the proposed plan of arrangement (the “Arrangement”) with Digital River.
Under the Arrangement, Digital River will acquire all of the issued and outstanding common shares of LML (the “LML Shares”) in exchange for U.S. $3.45 in cash for each LML Share. Each holder of an option or warrant to acquire LML Shares will receive a cash payment per option or warrant equal to the difference between U.S. $3.45 and the exercise price of the respective option or warrant.
The Arrangement was approved by a special resolution of shareholders of LML at the special meeting held earlier today (the “Meeting”). The special resolution required affirmative votes from 66 ²/3% of votes cast in person or by proxy by holders of LML Shares. An affirmative vote was cast by 96.34% of shareholders represented in person or by proxy at the Meeting.
The Arrangement remains subject to the final approval of the Supreme Court of British Columbia and satisfaction of other closing conditions. The hearing in respect of the final order to approve the Arrangement is currently anticipated to take place on Jan. 8, 2013, at 9:45 a.m. (Vancouver Time). If the final order is obtained on Jan. 8, 2013, and all further approvals and conditions are obtained and satisfied, it is expected that the Arrangement will be completed on or about Jan. 10, 2013. Concurrent with the completion of the Arrangement, LML intends to apply to have the LML Shares delisted from the NASDAQ and for LML to cease to be a reporting issuer.
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Under the Arrangement, Digital River will acquire all of the issued and outstanding common shares of LML (the “LML Shares”) in exchange for U.S. $3.45 in cash for each LML Share. Each holder of an option or warrant to acquire LML Shares will receive a cash payment per option or warrant equal to the difference between U.S. $3.45 and the exercise price of the respective option or warrant.
The Arrangement was approved by a special resolution of shareholders of LML at the special meeting held earlier today (the “Meeting”). The special resolution required affirmative votes from 66 ²/3% of votes cast in person or by proxy by holders of LML Shares. An affirmative vote was cast by 96.34% of shareholders represented in person or by proxy at the Meeting.
The Arrangement remains subject to the final approval of the Supreme Court of British Columbia and satisfaction of other closing conditions. The hearing in respect of the final order to approve the Arrangement is currently anticipated to take place on Jan. 8, 2013, at 9:45 a.m. (Vancouver Time). If the final order is obtained on Jan. 8, 2013, and all further approvals and conditions are obtained and satisfied, it is expected that the Arrangement will be completed on or about Jan. 10, 2013. Concurrent with the completion of the Arrangement, LML intends to apply to have the LML Shares delisted from the NASDAQ and for LML to cease to be a reporting issuer.
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