MONTREAL, Jan. 27 /CNW Telbec/ - Montec Holdings Inc. ("Montec") (TSX-V :
MTE), a holding company focused on acquiring and developing a diversified
portfolio of high-growth technology companies, is pleased to announce that it
has completed its previously-announced (see press release dated January 21,
2009) acquisition of the remaining 49% of Datex Billing Services Inc.
("Datex") held by its minority shareholders.
Montec acquired the common and preference shares of Datex that it did not
already own for a total of $2.25 million, payable substantially in shares of
Montec. Accordingly, and pursuant to the application of the equalization
principle as between the minority shareholders, on the one hand, and Mr. Myer
Bentob, Montec's Chairman and Chief Executive Officer, on the other hand,
Montec issued an aggregate of 9,381,500 common shares and 18,743,500 Series B
Preferred Shares to the minority shareholders at an issue price of $0.08 per
The purchase price may be increased over time by a maximum of $1,250,000,
pursuant to an earn-out formula based on Datex's net earnings. The earn-out
formula is the same as that which was agreed to in December 2006 at the time
of the acquisition by Montec of its 51% interest in Datex.
In connection with the closing of the transaction, Mr. Jim Dawson, the
President of Datex, became the President of Montec. Mr. Myer Bentob will
remain as the Chief Executive Officer of Montec until the 2009 Annual and
General Meeting of shareholders.
Concurrent with the closing of the transaction, Mr. Myer Bentob
subscribed for a total of 5,000,000 common shares of Montec at a price per
share of $0.08, for gross proceeds to Montec of $400,000. The proceeds from
the private placement will be used by Montec for working capital and to pay
down its existing line of credit.
Montec also issued a total of 2,125,000 common shares to Mr. Myer Bentob
at a deemed issue price per share of $0.08, thereby converting an aggregate of
$170,000 in prior cash advances.
Under applicable securities legislation and the policies of the TSX
Venture Exchange, all of the foregoing securities are subject to a hold period
expiring on May 23, 2009.
As a result of the acquisition, private placement and debt settlement,
there are 30,961,000 common shares of Montec issued and outstanding.
"We are very pleased to have completed the acquisition of Datex", said
Myer Bentob, Chairman and Chief Executive Officer of Montec. "We believe that
this milestone will enhance the market visibility, growth potential and
profitability of Montec and, thereby, increasing shareholder value," added Mr.
"We are delighted to have completed this transaction with Montec," said
Jim Dawson, President of Datex. "The fact that Montec increased its ownership
stake in Datex is a compliment to the entire Datex team."
Now that the acquisition has been completed, it is expected that Montec
will make some adjustments to its current board of directors so as to increase
the number of independent directors.
The TSX Venture Exchange has conditionally accepted the transactions
described herein, subject to Montec filing normal course documentation with
the TSX Venture Exchange.
About Montec Holdings Inc.
Montec Holdings Inc. is listed on the TSX Venture Exchange (TSX-V: MTE).
Montec's objective is to create shareholder value by building a profitable
technology entity with high-growth potential. Structured as a holding company,
Montec's mandate is to acquire shareholdings of a number of synergistic
companies and develop a diversified portfolio of high-growth technology
Forward Looking Statements
This press release contains forward-looking statements which reflect the
Company's current expectations regarding future events. The forward-looking
statements involve risks and uncertainties. Actual results could differ
materially from those projected herein. The Company disclaims any obligation
to update these forward-looking statements.
Neither 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 this release.
For further information:
For further information: Mr. Myer Bentob, Chairman and C.E.O., Montec
Holdings Inc., (514) 630-7262, email@example.com,