Clemex signs a Merger Agreement with Principal Shareholders to privatize the company

Symbol: CXG.A-TSX-V
www.clemex.com
Shares Outstanding: 31,019,810

LONGUEUIL, QC, Nov. 28, 2016 /CNW Telbec/ - Following the receipt of the letter of intent on August 2, 2016 and the review of the Special Committee mandated on the same date by its Board of Directors, Clemex Technologies Inc. ("Clemex") (TSXV: CXG.A) is pleased to announce that it has entered into a Merger Agreement (the "Merger Agreement") and related agreements with 9804064 Canada Inc. (the "Purchaser") and a group of shareholders. The Purchaser is a newly-incorporated corporation owned by a group of shareholders, including RAL Diagnostics SAS, Zwick Roell AG and Mr. Yves Bassat, the President, Chief Executive Officer and Chairman of the Board of Directors (collectively, the "Principal Shareholders"). Pursuant to the Merger Agreement, the Purchaser will purchase, in effect, all of the issued and outstanding Class A common shares of Clemex, other than shares held directly or indirectly by the Principal Shareholders, at a price of $0.20 in cash per share, representing total consideration of approximately $3.8 million.  The $0.20 per share cash consideration represents a premium of 100% to the last trading price of the Shares on the TSX Venture Exchange on July 21, 2016 (the last date upon which the Shares traded prior to the announcement of the receipt of the non-binding letter of intent from the Principal Shareholders to privatise Clemex on August 2, 2016) and a premium of approximately 66.7% to the highest trading price of the Shares on the TSX Venture Exchange between January 1, 2016 and August 2, 2016.

The transaction will be effected by way of an amalgamation of Clemex and the Purchaser under the Canada Business Corporations Act (the "Amalgamation"). Under the Amalgamation, shareholders (other than the Principal Shareholders and dissenting shareholders, if any) will receive, for each Class A common share of Clemex held prior to the Amalgamation, one Class A redeemable preferred share ("Amalco Redeemable Preferred Share") of the new corporation resulting from the Amalgamation ("Amalco") and immediately after their issuance, each Amalco Redeemable Preferred Share will be redeemed for $0.20 in cash.

The Amalgamation is subject to approval by the shareholders of Clemex.  In this regard, Clemex has called an annual and special meeting of shareholders, to be held at Fasken Martineau DuMoulin LLP, Stock Exchange Tower, 800 Square Victoria, Suite 3700, Montreal, Québec at 10:00 a.m. on December 23, 2016, to vote, among other things, on the Amalgamation.  Clemex will mail a detailed management information circular to shareholders shortly for the annual and special meeting. If shareholders approve the Amalgamation, it is expected to take effect promptly following the meeting.

The Principal Shareholders collectively own, directly or indirectly, or exercise control or direction over an aggregate of 11,946,813 Shares representing approximately 38.5% of Clemex's issued and outstanding Shares. Mr. Karol Brassard, who beneficially owns, directly or indirectly or exercises control or direction over, an aggregate of 5,935,800 Class A common shares, representing approximately 19.14% of the issued and outstanding Class A common shares of Clemex, has irrevocably agreed, pursuant to a support agreement dated July 29, 2016, as amended on October 7, 2016 and November 8, 2016, to support and vote in favour of the Amalgamation and has further agreed, among other things, not to take any action which may in any way adversely affect the success of the Amalgamation.

The Amalgamation is a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions as each of

RAL Diagnostics SAS and Zwick Roell AG have beneficial ownership of, or control or direction over, directly or indirectly, securities of Clemex carrying more than 10% of the voting rights attached to all of Clemex's outstanding voting securities and Mr. Yves Bassat is the President, Chief Executive Officer and Chairman of the Board of Directors of Clemex. In addition, two directors of the Corporation (Dr. Jan Stefan Roell and Mr. Frédéric Imbs) are the respective representatives of the Zwick Roell AG and RAL Diagnostics SAS on the Board of Directors of Clemex and are respectively executive officers of these companies. 

As a consequence of the Amalgamation being a "related party transaction", the special committee of independent directors has been established by the Board of Directors of Clemex to review and negotiate the Merger Agreement and related agreements with the Purchaser and the Principal Shareholders and make a recommendation to the Board of Directors. The Special Committee is composed of Louis-François Hogue (Chairman) and Normand Beauregard.

Upon recommendation by the Special Committees and after consultation with its financial and legal advisors, the members of Board of Directors of Clemex entitled vote on such matter unanimously approved the entering into of the Merger Agreement and approved, subject to shareholder approval, the Amalgamation.  In doing so, the Board of Directors determined that the consideration to be received by the shareholders other than the Principal Shareholders, is fair, from a financial point of view, to the shareholders and in the best interests of Clemex.

In making its determination, the Board of Directors considered, among other things, an opinion from MNP LLP to the effect that, as of November 27, 2016 and based upon and subject to the limitations, assumptions and qualifications contained therein, the consideration to be received by the shareholders other than the Principal Shareholders is fair, from a financial point of view, to the shareholders, other than the Principal Shareholders. A copy of the fairness opinion will be included in the management information circular to be mailed to shareholders.

The Purchaser and Principal Shareholders have demonstrated to the Special Committee that the Amalgamation will be fully-funded subject to meeting customary conditions as more fully described in the information circular to be mailed to shareholders.

To be effective, the Amalgamation must be approved by a special resolution of the shareholders.  The requisite approval for the special resolution will be: (a) at least two-thirds of the votes cast on the special resolution by shareholders present in person or represented by proxy and entitled to vote at the annual and special meeting; and (b) a majority of the votes cast on the special resolution by shareholders present in person or represented by proxy and entitled to vote at the annual and special meeting, but excluding the votes casted by the Principal Shareholders and their respective affiliates.  The Amalgamation is also subject to satisfaction of certain conditions set out in the Merger Agreement and amalgamation agreement.  The Board of Directors unanimously recommends that shareholders vote for the special resolution at the meeting.

Clemex will file a copy of the Merger Agreement and related agreements on SEDAR.

MNP LLP is acting as financial advisor and Fasken Martineau DuMoulin LLP is acting as legal counsel to the Special Committee of Clemex in connection with the Amalgamation.

McMillan LLP is acting as legal counsel to the Purchaser.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements may include, without limitation, statements regarding the completion of the proposed Amalgamation and other statements that are not historical facts. Such statements are subject to assumptions, risks and uncertainties, including those discussed in our filings on SEDAR. Actual results or events may vary materially from expected results or events. In particular, the timing and completion of the proposed Amalgamation will be subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed Amalgamation will occur, or that it will occur on the timetable or on the terms and conditions contemplated. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.

About Clemex Technologies, Inc.

Clemex Technologies Inc. develops, manufactures and markets image analysis systems and software used by quality control and research microscopy laboratories. Clemex' customer base spans over many countries in America, Europe, Asia and encompasses major Research and Development Centers, prestigious Universities and large manufacturing industries in various fields including  healthcare, automotive, aerospace, raw materials manufacturing, pharmaceuticals, mining and other sectors.

 

SOURCE Clemex Technologies Inc.

For further information: Yves Bassat, President and CEO, Tel: 450.651.6573 , Email: ir@clemex.com

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