VICTORIAVILLE, QC, May 30, 2013 /CNW Telbec/ - Gestion G. Aubert Ltée,
which is controlled by Mr. Guy Aubert, currently the second largest
beneficial shareholder of CVTech Group Inc. ("CVTech" or the "Company"), issued a letter on May 27, 2013 to shareholders of CVTech.
Gestion G. Aubert Ltée, which had attempted in May 2012 to replace the
board of directors of CVTech, has distributed a detailed letter to the
shareholders of CVTech in view of to the annual shareholders meeting to
be held on June 4, 2013.
The letter brings to the attention of shareholders certain information
which has not been disclosed to them by management or the board of
On January 30, 2013, a written offer was made by a leading NYSE listed
electrical contractor (the "Interested Party") to acquire CVTech for $1.65 per share. The offer, which represented a
45% premium on the share price at previous closing, was declined by the
leadership of CVTech.
At the end of March 2013, the Interested Party improved its offer to
$1.95 per share. This offer, which represented a 70% premium on the share price at previous closing, was once again declined by the
leadership of CVTech, which did not even try to negotiate with the
The offers received were significant and thus should have been pursued
by CVTech's board of directors. At the very least, shareholders should
have been informed and allowed to decide whether or not the Company
should be sold. Shareholders should have been given the right to decide
if $1.95 per share was an acceptable offering price for their shares in
The Notice of the Annual and Special Meeting of Shareholders and
Management Proxy Circular asks the shareholders to approve new by-laws
passed by the board on May 2, 2013 without disclosing:
that the new by-laws restrict the voting rights of shareholders where
the vote is taken by show of hands;
that the new by-laws eliminate the minimum notice of 24 hours for the
convening of a special meeting of the board, permitting such meetings
to be held on written or verbal notice of only 1 hour in situations considered urgent by the Chairman, President or Managing
Director, in their discretion;
that the new by-laws restrict the ability of the board to remove an
officer of the Company where the appointment is governed by a special
In the letter, Gestion Guy Aubert Ltée recommends that shareholders
refuse to approve the new by-laws. It also casts a critical eye on the
CVTech financial results for 2012 and the first quarter of 2013.
Gestion Guy Aubert Ltée also emphasizes that despite the earlier
deadline for US shareholders to vote on the ProxyEdge website, all shareholders have until 5 p.m. Eastern Time on Friday, May 31, 2013, to vote by
telephone or by fax.
SOURCE: Gestion G. Aubert Ltée
For further information:
To obtain a copy of the letter, interested parties are invited to contact Guy Aubert, shareholder and representative of Gestion G. Aubert Ltée, by telephone at 819-758-0444 or by e-mail at email@example.com.