GLENTEL Inc. agrees to acquire Wireless Zone – A 428- store Verizon Wireless U.S. retailer

GLENTEL Inc. agrees to acquire Wireless Zone – A 428- store Verizon Wireless U.S. retailer

PR Newswire

BURNABY, BC, Nov. 27, 2012 /PRNewswire/ – GLENTEL Inc. (TSX: GLN) announced
today the signing of a binding agreement through its wholly-owned
United States of America subsidiary GLENTEL (USA), Inc. to purchase
100% of the ownership of Automotive Technologies, Inc. (“ATI”) dba
Wireless Zone, a 428-store franchise system in the United States that
sells Verizon Wireless products and services.

Wireless Zone is one of six exclusive Verizon Wireless National Premium
Retailers and is headquartered in Middletown, Connecticut. Founded in
1988 by Russell Weldon and Michael Geer as “The Car Phone Store,” now
operating as Wireless Zone, the company has become one of the largest
and most respected Verizon Wireless Premium Retailers. GLENTEL owns and
operates Diamond Wireless, which is also a Verizon Wireless National
Premium Retailer in the United States.

“GLENTEL recently acquired the AMT Group/Allphones in Australia and now
we are delighted to welcome Wireless Zone in the United States to our
company,” stated Thomas Skidmore, GLENTEL’s President and Chief
Executive Officer. “Wireless Zone has consistently delivered strong
growth in sales and profitability. Wireless Zone complements our
Diamond Wireless stores with very little store overlap. This
acquisition provides us with good concentration of stores in the
eastern U.S. states, where more than 65% of the population is situated,
and will allow us to accelerate our growth nationally representing
Verizon Wireless. The addition of ATI/Wireless Zone brings the total
number of locations operated by GLENTEL in Canada, Australia, and the
United States
to more than 1,180.”

Kevin Sinclair has agreed to continue with the company as ATI/Wireless
Zone’s Managing Director. He has managed the strategic and profitable
growth of Wireless Zone for over 18 years. Kevin Sinclair and his
senior management team have entered into employment agreements and, for
certain consideration, ATI will issue them share equivalent rights
which include put and call provisions for an aggregate total of 4.2% of
ATI’s distributed operating profits.

“We are excited to join a company that shares the same values of
quality, service, philanthropy and integrity,” stated Kevin Sinclair,
ATI/Wireless Zone’s Managing Director. “With our joint commitment to
the Wireless Zone team members, franchise owners, and retail customers,
we are confident that Wireless Zone will help foster and accelerate
GLENTEL’s growth in the United States. With the backing of a solid
public company, we can build our franchise system into a stronger
network of retail locations while growing the Wireless Zone brand
nationwide.”

Wireless Zone has a long-term exclusive agency agreement with Verizon
Wireless, operating 409 franchised and 19 corporate stores in 28
States, with 273 stores in the Northeast (Connecticut, Delaware,
District of Columbia, Maine, Maryland, Massachusetts, New Hampshire,
New Jersey, New York, Pennsylvania, Rhode Island, Vermont and
Virginia), 115 stores in the Midwest (Illinois, Indiana, Iowa, Kansas,
Kentucky, Pennsylvania, Michigan, Minnesota, Missouri, Ohio, Oklahoma,
and West Virginia), and 40 stores in the Southeast (Florida, Georgia,
Louisiana, and Texas). Wireless Zone has a focus on growth based on its
national contract with Verizon Wireless. Wireless Zone operates as a
franchisor registered in all 50 states in the U.S., offering GLENTEL
the opportunity to grow Wireless Zone beyond its current base of 28
U.S. states. Diamond Wireless currently operates in 17 states with over
210 corporately owned retail mall-based stores, primarily in the
western and southeast regions of the United States and will continue
its retail mall expansion plan into the eastern United States.

Transaction Summary

The transaction is expected to close in the next two to four weeks, and
is subject to the fulfillment of certain customary conditions. The
total purchase price for 100% stock and other consideration is USD
$83.3 million, subject to closing adjustments. The purchase price will
be funded by GLENTEL’s cash, short-term investments, and committed bank
debt. Canaccord Genuity acted as exclusive financial advisor to
Automotive Technologies Inc. (Wireless Zone).

Financial Highlights

Combined pro forma unaudited trailing twelve-month financial highlights
of GLENTEL Inc. in millions of Canadian dollars, inclusive of the
recently completed acquisition of Australian-based AMT Group and the
pending acquisition of ATI, dba Wireless Zone:

12-months Ended June 30, 2012
GLENTEL
Inc.
ATI
Wireless Zone
AMT Group
Allphones
Adjustments Consolidated
Pro Forma
Sales $617.7 $545.8* $167.7 ($28.5) $1,302.7
Normalized net earnings
before amortization,
finance income and
expenses, non-recurring
items, and taxes
$48.6 $15.3 $19.2 ($3.3) $79.8

* Includes a wholesale business that sells mobile phones and other goods
and services to its franchisees

The unaudited pro forma financial information reflects pro forma
adjustments and expected synergies based on currently available
information and assumptions that management of GLENTEL believes provide
a reasonable basis for presenting the significant effects of the
completion of the share purchase transactions. Adjustments in place
adjust results to account for GLENTEL’s 83% ownership interest in AMT
Group. The above unaudited pro forma consolidated financial information
is for informational purposes only and is not necessarily indicative of
what the financial position and results of operations would have been
had the completion of the acquisitions occurred on or before June 30,
2011
with assumption of 12-month trailing earnings ending June 30,
2012
, nor does it purport to be indicative of the financial position as
of any future date or results of operations for any future period, nor
the financial position as determined under GAAP. Actual figures may
differ significantly from those presented above.

About GLENTEL

GLENTEL (TSX: GLN) is the largest independent multi-carrier mobile phone
retailer in Canada and a leading provider of innovative and reliable
telecommunications services and solutions in North America. Founded in
1963 and headquartered in Burnaby, BC, Canada, GLENTEL comprises four
operating divisions – Retail Canada, Retail U.S., Retail Australia and
Business – that service thousands of consumers and commercial
communications customers. The company currently operates over 750
corporate stores with more than 330 locations in Canada located
nationally in retail malls, Costco Wholesale stores, and business
centers; more than 210 retail locations in the United States; and more
than 210 retail locations in Australia. In addition, Target Canada has
licensed the operation of over 125 mobile communications sales and
service kiosks within its stores to GLENTEL under the brand Target
Mobile, commencing in 2013. To its business and government customers,
GLENTEL offers wireless service, rental equipment, satellite and
terrestrial network systems and wireless asset monitoring. GLENTEL
offers a choice of network carrier and wireless device or mobile phone
to Canadian and Australian consumers and offers the family of wireless
products and services of Verizon Wireless as one of its select six
National Premium Retailers in the United States. GLENTEL operates its
business under the trading names GLENTEL Wireless, WIRELESSWAVE, WAVE
SANS FIL, Tbooth Wireless, La Cabine T Sans Fil, WIRELESS etc., SANS
FIL etc., Mac Station, Diamond Wireless – a Verizon Wireless National
Premium Retailer in the U.S., and Allphones in Australia.

Forward-Looking Statements
Statements in this release relating to matters that are not historical
fact are forward-looking statements based on current expectations,
forecasts and assumptions that involve risks and uncertainties that
could cause actual outcomes and results to differ materially. Factors
that could cause or contribute to such differences include, but are not
limited to, general economic conditions, changes in technology,
reliance on third-party manufacturing, managing rapid growth, limited
intellectual property protection, and other risks and uncertainties
described in GLENTEL’s public filings with securities regulatory
authorities.

NO STOCK EXCHANGE, SECURITIES COMMISSION, OR OTHER REGULATORY AUTHORITY
HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

For a copy of GLENTEL’s annual report or for additional information,
visit www.glentel.com or www.sedar.com.

SOURCE Glentel Inc.

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