MONTREAL, Jan. 21 /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 announces that it
has entered into a definitive share purchase agreement with the minority
shareholders of Datex Billing Services Inc. ("Datex") under which the parties
have agreed to the terms and conditions for the acquisition by Montec of the
remaining 49% of Datex held by its minority shareholders. Montec currently
holds 51% of Datex' outstanding shares. Closing of the transaction is expected
to occur shortly.
The proposed acquisition was previously disclosed in a press release
dated April 1, 2008; however, in light of continuing discussions among the
parties and current market conditions, the parties revised certain terms of
the transaction. Accordingly, Montec will now acquire the common and
preference shares of Datex that it does not already own for a total of $2.25
million, payable substantially in shares of Montec - being $500,000 in common
shares of Montec and $1,750,000 in Series B Preferred Shares of Montec.
The Montec shares to be issued have an issue price of $0.08 per share and
accordingly, 6,250,000 common shares and 21,875,000 Series B Preferred Shares
will be issued. Of the 21,875,000 Series B Preferred Shares to be issued,
Montec will convert certain of the Series B Preferred Shares into a number of
its common shares such that following the closing of the transaction and the
concurrent private placement and debt settlement described below, the minority
shareholders, on the one hand, and Mr. Myer Bentob, Montec's Chairman and
Chief Executive Officer, on the other hand, will own an equal number of common
shares of Montec (the "Equalization Principle"). The balance of the 21,875,000
Series B Preferred Shares not otherwise converted pursuant to the Equalization
Principle, shall be issued to the minority shareholders.
The Series B Preferred Shares of Montec will have terms and conditions
substantially similar to the issued and outstanding Series A Preferred Shares,
with the exception that the Series B Preferred Shares will automatically
convert into common shares of Montec on a one-for-one basis on the earlier of
(i) the record date established for the 2009 Annual and General Meeting of the
shareholders of Montec and (ii) May 1, 2009. The parties have agreed that
until such time, the minority shareholders and Mr. Myer Bentob shall own an
equal number of Montec common shares.
The purchase price may be increased over time by a maximum of $1,250,000,
pursuant to an earn-out formula based on Datex' 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.
The agreement further sets out that Mr. Jim Dawson, the President of
Datex, will become the President of Montec at the closing of the transaction.
Mr. Myer Bentob will remain as the Chief Executive Officer of Montec until the
2009 Annual and General Meeting of shareholders.
It is expected that after the closing of the transaction, Montec's board
of directors will consist of Mr. Jim Dawson, Mr. Myer Bentob and four
independent directors, including Mr. David Williams and Dr. Rosemonde
Mandeville. The remaining two independent directors will named as soon as
practicable after the closing but, in any event, no later than January 31,
Concurrent with the closing of the transaction, Mr. Myer Bentob will
subscribe 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. It is expected that
Montec will use the proceeds from the private placement for working capital
and to pay down its existing line of credit.
Montec has also agreed to settle an aggregate of $170,000 in advances
from Mr. Myer Bentob by issuing a total of 2,125,000 common shares at a deemed
issue price per share of $0.08.
The TSX Venture Exchange ("TSX-V") has conditionally approved the
acquisition described herein, subject to Montec filing normal course
documentation with the TSX-V post closing. The private placement and debt
settlement is subject to regulatory approval, including that of the TSX-V.
"We are very pleased to have signed the definitive agreement with the
Datex minority shareholders", said Myer Bentob, Chairman and Chief Executive
Officer of Montec. "We have entered into this transaction in order to increase
Montec's ownership of Datex from 51% to 100% because we believe that it will
enhance the growth potential and profitability of Montec, and thereby
increasing shareholder value," added Mr. Bentob.
"We look forward to completing this transaction with Montec as soon as
possible" said Jim Dawson, President of Datex. "The fact that Montec wishes to
increase its ownership of Datex is a compliment to the entire Datex team."
About Montec Holdings Inc.
Montec's (TSX-V: MTE) 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 synergistic,
profitable companies in the technology sector to maximize efficiencies and
shareholder value. For more information about Montec Holdings Inc., please
visit our website at www.montecholdings.com
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 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 this release.
For further information:
For further information: Myer Bentob, Chairman & CEO, Montec Holdings
Inc., (514) 630-7262, firstname.lastname@example.org