DRUMMONDVILLE, QC, May 31, 2013 /CNW Telbec/ - CVTech Group Inc.
("CVTech" or "the Corporation") (TSX: CVT) has been informed that Mr.
Guy Aubert, an insider and former director of the Corporation who
resigned on January 24, 2013, has addressed a letter (the "Letter") to
shareholders of the Corporation containing erroneous and incomplete
information, which has also been published in certain media. The
Corporation wishes to provide an update on certain information
contained in that Letter.
On December 19, 2011, the Corporation received a conditional and
non-binding offer by the NYSE-listed company mentioned by Mr. Aubert
(the "Company") in the Letter. Following reception of this offer, the
Corporation's Board of Directors (the "Board") informed the Company of
its interest and added that given its fiduciary duties, it would
initiate a process to solicit competing offers to ensure the value of
the Corporation would be maximized, notably for the benefit of all
shareholders. Upon receiving this information, the Company indicated to
the Board that it was withdrawing its offer since the Corporation
wanted to extend solicitation offers to other parties.
In 2012, the Board initiated a review of strategic alternatives. To this
end, the Corporation appointed an independent committee (the
"Committee") to review and consider such alternatives and also retained
the services of technical advisors and legal counsel to assist in
carrying out its mandate. In addition, the Committee, in the course of
its mandate, proceeded with a valuation of the Corporation.
The process of maximizing the Corporation's value initiated by the Board
was abruptly interrupted due to a proxy fight initiated by Mr. Aubert
with regards to the Corporation's annual meeting of shareholders held
on May 30, 2012.
In January 2013, the Company once again presented a conditional and
non-binding offer that included less favourable conditions than the
preceding offer. The Board contacted the Company to inform it that its
offer could not be considered under such circumstances. The Board
received a third offer at a price inferior to the valuation of the
Corporation set by the Committee. Following these repetitive offers,
the Board made the decision that it was in the best interest of the
Corporation and of its shareholders to continue the execution of its
initial business plan consisting in the realization of strategic
acquisition aimed at extending its geographical reach and its expertise
rather than continuing to invest time and money in analyzing proposals
whose terms did not, notably, meet the assessment of the value of the
Corporation. The Board also believed that the execution of its business
plan could i) provide, over the mid-term, a better growth in the
Corporation's value than a short-term sale; and ii) that the
continuation of its activities in Quebec were in the best interest, not
only of shareholders, but also of suppliers, customers and employees of
The Corporation's management is of the opinion that Mr. Aubert's
recurring actions disrupt the Board's efforts, who is bound by
confidentiality agreements, and prevent it from carrying out its
principal mandate to maximize shareholder value by internal growth and
acquisitions, affect employees' morale and harm the Corporation's image
not only for its customers, suppliers and shareholders, but also for
For reasons invoked above, the Corporation's management believes that
Mr. Aubert, as an insider and former director, contravened to his
incumbent fiduciary, confidentiality and reserve duties and is
currently evaluating means at its disposal in order to bring these
infractions to an end.
OVERVIEW OF THE CORPORATION
CVTech is a company operating in the energy sector. The Corporation is a
leading provider of construction and maintenance services to the public
utility and heavy industrial markets mainly in Quebec, Ontario and the
eastern United States. Through its subsidiaries, the Corporation
provides maintenance and construction services for electricity
transmission and distribution networks, substations and electrical
power houses, as well as the control of vegetation on rights-of-way for
This document may contain forward-looking statements that reflect
management's current expectations regarding future events.
Forward-looking statements are based on a number of factors and include
risks and uncertainties. Actual results may differ from forecast
results. Management assumes no obligation beyond what is required under
the law to update or revise forward-looking statements pursuant to new
information or future events.
Further information regarding CVTech is available in the SEDAR database
(www.sedar.com) and on the Corporation's website at www.cvtech.ca.
SOURCE: CVTECH GROUP INC.
For further information:
André Laramée, MBA
President and Chief Executive Officer
Mario Trahan, CPA,
Chief Financial Officer
Martin Goulet, CFA