Manitex Capital Inc. - Manitex's subsidiary Hywood Pharmachem enters into definitive agreement to sell Baralex Inc.
MONTREAL, April 3, 2013 /CNW Telbec/ - Manitex Capital Inc. ("Manitex") (TSXV: MNX) is pleased to announce that its subsidiary Hywood Pharmachem Inc. ("Hywood"), of which Manitex owns 63.75% of the shares, has entered into an arm's length definitive share purchase agreement (the "Purchase Agreement") with Unipex Solutions Canada Inc. ("Unipex") for the sale to Unipex of all the issued and outstanding shares of Baralex Inc. ("Baralex"), a wholly-owned subsidiary of Hywood (the "Transaction"). Baralex conducts the distribution business of Manitex. The Transaction constitutes a reviewable transaction under the policies of the TSX Venture Exchange (the "Exchange") as the distribution activities of Baralex represent approximately 52.28% and 46.88% of Manitex's revenues for the years 2011 and 2012, respectively. The Exchange has granted conditional approval of the Transaction.
The consideration payable by Unipex consists of $2,775,000 (the "Purchase Price"), of which an amount of $450,000 is subject to reduction as set forth in the Purchase Agreement. The Purchase Price is subject to post-closing adjustments (the "Adjustments") and will be paid as follows: (i) an initial consideration of $1,500,771 payable at closing of the Transaction ("Closing"); (ii) a consideration of $300,000 to be used to make the Adjustments and secure Hywood's representations, warranties and covenants set forth in the Purchase Agreement payable to an escrow agent at Closing; and (iii) a consideration of $524,229 to secure Hywood's representations, warranties and covenants relating to the pension plan of Baralex set forth in the Purchase Agreement payable to an escrow agent at Closing.
Mr. Steve Saviuk, Chairman and CEO of Manitex commented that "the acquisition of Baralex by Unipex will provide Baralex with additional resources and a global network to augment its growth. This transaction will allow Manitex to redeploy its assets in other growth areas."
About Manitex
Manitex specializes in acquiring equity interests in emerging or established companies and actively participates in increasing shareholder value in these businesses. Manitex currently has 12,361,276 common shares outstanding which are quoted for trading on the Exchange.
About Unipex Group
Unipex Group is a privately held company specializing in the development, production, marketing and distribution of active ingredients, specialty chemicals and other chemical products in the cosmetics, pharmaceutical, nutrition and industrial sectors. It is also active in the areas of vigilance and consumer testing through its Iris division. Its distribution and marketing network serves more than 50 countries in North America, Europe and Asia. It counts six offices across North America and Europe. Additional information regarding the Unipex Group is available on its website www.unipex.com
Caution Regarding Forward-Looking Information
Certain information in this news release relating to Manitex is forward looking and related to anticipated events and strategies. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by expressions such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe" or "continue" or the negative thereof or variations thereon or similar terminology. By their nature, such statements are subject to significant risks and uncertainties, which include, but are not limited to, regulatory and governmental decisions, economic conditions, and availability and cost of financing. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, Manitex cannot assure the reader that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date hereof and Manitex assumes no obligation to update or revise them to reflect new events or circumstances except as may be required by law. Accordingly, readers should not place undue reliance on the forward-looking statements.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
The Exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Manitex Capital Inc.
Manitex Capital Inc.
Steve Saviuk, Chief Executive Officer
and President
16667 Hymus Blvd.
Kirkland, Quebec H9H 4R9
Tel: (514) 693-8830 Fax: (514) 693-0443
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