GUELPH, ON, Feb. 14 /CNW/ - ENPAR Technologies Inc. (TSX-V: ENP)
("ENPAR") is pleased to announce that it has entered into a non-binding Letter
of Intent to acquire 100% of the capital stock of Biosource Inc. ("Biosource")
of Worcester, MA, USA.
Biosource is the holder of intellectual property that ENPAR has
incorporated into its DesEL water treatment products.
The aggregate purchase price is USD $2.8 million comprising
USD $2,000,000 in cash payable at closing, and USD $800,000 of ENPAR common
stock at a price of CAD $0.40 per share based on the exchange rate reference
date to be set out in the definitive agreement to be entered into between
ENPAR and Biosource in connection with the transaction. At closing, USD
$250,000 of the ENPAR shares are to be paid to the shareholders of Biosource.
The remaining USD $550,000 of ENPAR shares are to be escrowed for a period of
24 months and shall be pledged as security to ENPAR for indemnification
obligations to be set forth in the Stock Purchase Agreement, except that fifty
percent (50%) of the escrowed shares are to be released to the shareholders of
Biosource 12 months following closing if there are no pending claims for
indemnification with respect to the foregoing matters at that time.
The transaction is conditional upon completion and execution of a
mutually acceptable Stock Purchase Agreement and related transaction
agreements and completion of due diligence, and is subject to all necessary
regulatory approvals and approval from ENPAR's Board of Directors.
By execution of the Letter of Intent, the shareholders of Biosource have
granted ENPAR the exclusive right of dealing for a period of up to 60 days.
The parties have agreed to suspend the previously announced arbitration
proceedings between the parties, and will agree to dismiss the arbitration and
will agree to mutually acceptable releases if the acquisition closes.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
ENPAR is a "Technology Company" applying its patented and proprietary
"Electrochemical Technologies" to the treatment of waste water and drinking
water contaminated by metals or nutrients i.e., nitrate/ammonia associated
with the mining, metal processing, chemical, agricultural, municipal and waste
management sectors. The common shares trade on Tier ll of the TSX Venture
Exchange under the symbol "ENP".
This news release contains forward-looking statements within the meaning
of the "safe harbour" provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are subject to risks and
uncertainties and other factors that may cause ENPAR Technologies Inc. results
to differ materially from expectations. These include risks relating to market
fluctuations, property performance and other risks. These forward-looking
statements speak only as of the date hereof.
For further information:
For further information: Dr. Gene Shelp, President and CEO, Tel: (519)
836-6155, Fax: (519) 836-5683, E-mail: email@example.com, Web Site: