MONTREAL, Sept. 5 /CNW Telbec/ - Promatek Industries Ltd. ("Promatek")
(TSX symbol PMK) is pleased to announce the results for its fourth quarter and
fiscal year ended June 30, 2007. In addition, Promatek wishes to announce that
it has entered into an agreement (the "Agreement") with its principal
shareholders pursuant to which the latter shall acquire all of the outstanding
common shares of Promatek ("Promatek Shares") not already held by them.
RESULTS OF FOURTH QUARTER AND YEAR ENDED JUNE 30, 2007
Revenue for the three months ended June 30, 2007 was $1,128,293, compared
to $1,552,219 for the same quarter in the previous fiscal year, representing a
decrease of $423,926 or 27.3%.
Revenue for the year ended June 30, 2007 was $5,139,344, compared to
$5,505,388 for the year ended June 30, 2006, representing a decrease of
$366,054 or 6.7%.
Net income for the three months ended June 30, 2007 was $120,880 or $0.03
per share, compared to $265,942 or $0.07 per share for the same quarter in the
previous fiscal year, representing a decrease of $145,062 or 54.5%.
Net income for the year ended June 30, 2007 was $800,735 or $0.21 per
share, compared to $1,192,037 or $0.32 per share for the year ended June 30,
2006, representing a decrease of $391,302 or 32.8%.
For a complete copy of Promatek's 2007 financial statements and a detailed
discussion of these financial results, please consult Promatek's annual
financial statements and MD&A filed on SEDAR at www.sedar.com.
On December 5, 2006, Promatek paid a dividend in the amount of $0.25 per
share. In light of the privatization offer discussed below, Promatek's Board
of Directors has suspended all discussion regarding the payment of any future
dividends until this matter has been concluded.
Under the terms of the Agreement, Les Placements Arlev Inc. ("Arlev"),
9086-2301 Québec Inc. ("9086"), 146567 Canada Inc. ("146") and 6809618 Canada
Inc. ("680"), the holding companies of Mark Levine, the President and Chief
Executive Officer of Promatek, and Arthur Levine, the Chairman and
Vice-President, Business Development of Promatek, who together hold, both
directly and indirectly, approximately 54.52% of the outstanding Promatek
Shares, have agreed that 680 shall amalgamate with Promatek to form a newly
amalgamated corporation ("Amalco"). Under the terms of the amalgamation, the
shareholders of Promatek other than Arlev, 9086, 146 and 680 will receive one
preferred share of Amalco for each Promatek Share held. These preferred shares
will in turn be redeemed automatically for a cash consideration per share of
$2.00, representing a premium of approximately 17% to the Volume Weighted
Average Price of the Promatek Shares on the Toronto Stock Exchange for the
month of August 2007, and a premium of 2.5 times the book value of the
Promatek Shares as at June 30, 2007.
The completion of this transaction is subject to customary terms and
conditions, including regulatory approval and the approval of the shareholders
of Promatek holding at least 66 2/3% of the Promatek Shares and a majority of
the Promatek Shares which are not controlled by Mark Levine or Arthur Levine,
present in person or by proxy at a special meeting to be called by Promatek in
order to obtain such approval. A management proxy circular in connection with
such meeting will be delivered to all shareholders. It is expected that such
meeting will be held during the month of November, 2007.
The Board of Directors of Promatek has received a valuation report and
fairness opinion from Nexia Friedman LLP, an independent financial advisor
retained by the Board, confirming that the consideration offered pursuant to
this transaction is fair, from a financial point of view, to the holders of
Promatek Shares. As a result, the Board has approved the execution of the
Agreement and recommends that the shareholders of Promatek vote at the meeting
in favour of the transaction.
Promatek is a design and manufacturing company whose products serve the
professional charge-back market. Promatek's clients include legal, accounting
and engineering firms that require systems that will automatically capture
expenses related to a client (such as photocopies, faxes, phone calls,
couriers, etc.) and integrate them into the firm's billing system. Promatek's
products are sold under the Copitrak name through selected exclusive dealers
located in the USA, Canada, Europe and Asia. Copitrak is a registered
trademark of Promatek.
FORWARD LOOKING STATEMENTS
Statements contained herein that are not based on historical or current
fact, including without limitation statements containing the words
"anticipates", "believes", "may", "continue", "estimate", "expects", and
"will" and words of similar import, constitute "forward-looking statements".
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, events or developments to
be materially different from any future results, events or developments
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions, both
nationally and in the regions in which Promatek operates; changes in business
strategy or development/acquisition plans; environmental exposure; financing
risk; existing governmental regulations and changes in, or the failure to
comply with, governmental regulations; liability and other claims asserted
against Promatek; and other factors referenced in the Promatek's filings with
Canadian securities regulators. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements.
Promatek does not assume the obligation to update or revise any forward-
For further information:
For further information: Mr. Arthur Levine, (514) 737-7747,