TORONTO, Nov. 22, 2011 /CNW/ - Adeptron Technologies Corporation (TSX-V
: ATQ) ("Adeptron"), a specialist at delivering integrated product solutions and support
to the global technology and electronics industry, announced today that
it has entered into a definitive agreement (the "Agreement") dated November 21, 2011 with Artaflex Inc. ("Artaflex"), a private company operating in Markham, Ontario, whereby the
companies would combine by way of amalgamation (the "Amalgamation") under the name "Artaflex Inc." ("Amalco").
Terms of Amalgamation
Pursuant to the terms of the Agreement, subject to receipt of applicable
regulatory and shareholder approvals, shareholders of Adeptron will
receive common shares of Amalco on the basis of 0.04 common shares of
Amalco for every common share of Adeptron held by them and shareholders
of Artaflex will receive common shares of Amalco on the basis of 12
common shares of Amalco for every common share of Artaflex held by
them. Holders of convertible securities of Adeptron and Artaflex, if
not earlier exercised, will receive identical securities of Amalco on
the same basis. (This is the same exchange ratio as contemplated in
Adeptron's October 25, 2011 press release as adjusted to take into
account the proposed 25:1 consolidation referred to in such press
release). Following completion of the Amalgamation, Artaflex's
shareholders will own approximately 75% of Amalco and Adeptron's
existing shareholders will own approximately 25% of Amalco. In
conjunction with the execution of Agreement, Artaflex has agreed to
advance or provide Adeptron up to $500,000 of secured debt which
carries interest at a rate of 12% per annum and shall mature and become
due by February 28, 2012.
Adeptron has proceeded with the continuance into Ontario, which was
approved by the shareholders at the Adeptron's shareholder meeting held
in August 2011.
The Amalgamation is an arm's length transaction. No insiders of
Adeptron own securities in Artaflex and no insiders of Artaflex own
securities of Adeptron.
R.H. Global Technologies Ltd., which currently holds approximately 62%
of the issued and outstanding common shares of Adeptron, has agreed to
support the Amalgamation subject to the terms and conditions set out in
The Amalgamation has been unanimously approved by the board of directors
of Adeptron, following the unanimous recommendation of a special
committee of directors of Adeptron (the "Special Committee"). The board of directors recommends that holders of Adeptron shares
vote in favour of the Amalgamation. The Amalgamation has also been
approved by the sole director of Artaflex.
The Agreement also includes a commitment by both Artaflex and Adeptron
not to solicit or initiate discussions concerning alternative
transactions, including the sale of material assets. Adeptron and
Artaflex have agreed to pay a break fee of $500,000 to the other party
in certain circumstances.
Details regarding these or other terms of the Amalgamation are set out
in the Agreement, which will be filed by Adeptron on the SEDAR website
Completion of the Amalgamation is subject to customary conditions,
including (i) the favourable vote of two-thirds of the Adeptron common
shares voted at a special meeting of shareholders called to approve the
transaction (the "Adeptron Meeting"), (ii) the favourable vote of two-thirds of the Artaflex common shares
(iii) and receipt of all regulatory and third party consents.
Further information regarding the Amalgamation will be contained in a
proxy circular that Adeptron will prepare and mail to shareholders in
connection with the Adeptron Meeting. It is expected that the Adeptron
Meeting will be held in the first quarter of 2012 and meeting materials
will be mailed in accordance with applicable securities regulations.
Once mailed, the information circular will be available on www.sedar.com. All shareholders are urged to read the information circular once it
becomes available as it will contain additional important information
concerning the Amalgamation.
Adeptron is a specialist at delivering integrated product solutions and
support to the global technology and electronics industry. As a leading
global provider of complete Electronics Manufacturing Services (EMS), Adeptron offers world class manufacturing facilities and global
partners throughout Canada, the United States, Israel and China,
allowing Adeptron to provide its customers the flexibility and scalability to competitively achieve total solutions to their present and future
electronics outsourcing needs. Adeptron is a public company whose
common shares are listed for trading on the TSX Venture Exchange under
the symbol: "ATQ". Visit Adeptron at: www.adeptron.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO SUCH MATTERS AS EXPECTED FINANCIAL PERFORMANCE, BUSINESS
PROSPECTS, TECHNOLOGICAL DEVELOPMENTS, DEVELOPMENT ACTIVITIES AND LIKE
MATTERS. THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES, INCLUDING
BUT NOT LIMITED TO RISK FACTORS DESCRIBED IN DOCUMENTS FILED WITH
REGULATORY AUTHORITIES, SUCH AS ADEPTRON'S MOST RECENTLY FILED ANNUAL
AND QUARTERLY REPORTS AND ANNUAL INFORMATION FORM. ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE PROJECTED AS A RESULT OF THESE RISKS
AND SHOULD NOT BE RELIED UPON AS A PREDICTION OF FUTURE EVENTS.
ADEPTRON TECHNOLOGIES CORPORATION UNDERTAKES NO OBLIGATION TO UPDATE
ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER
THE DATE ON WHICH SUCH STATEMENT IS MADE, OR TO REFLECT THE OCCURRENCE
OF UNANTICIPATED EVENTS.
Completion of the Amalgamation is subject to a number of conditions
including but not limited to, Exchange acceptance and shareholder
approval. Where applicable, the Amalgamation cannot close until the
required shareholder approval is obtained. There can be no assurance
that the Amalgamation will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the Amalgamation, any information released or received with
respect to the Amalgamation may not be accurate or complete and should
not be relied upon. Trading in the securities of Adeptron should be
considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
Amalgamation and has neither approved nor disapproved the contents of
this press release.
Adeptron will make a subsequent news release with information on
sponsorship and summary financial information in accordance with
SOURCE Adeptron Technologies Corporation
For further information: