Adeptron and Artaflex Announce Execution of Definitive Agreement

Stock Symbol: ATQ
Listing: TSX Venture Exchange
Web Site: www.adeptron.com

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 Agreement.

Board Recommendation

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 at www.sedar.com.

Closing

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.

About Adeptron:

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 Exchange policy.  

SOURCE Adeptron Technologies Corporation

For further information:

Adeptron Contact:   Adeptron Contact:  
Trent Carruthers
Chief Executive Officer
Tel: 613-670-7064
tcarruthers@adeptron.com
  Jon Szczur
Chief Financial Officer
Tel: 905-754-1036
jszczur@adeptron.com
 

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Adeptron Technologies Corporation

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