Company: Artaflex Inc.
Stock Symbol: ATQ
Listing: TSX Venture Exchange
Web Site: www.artaflex.com
TORONTO, March 20, 2012 /CNW/ - Artaflex Inc. (TSX-V: ATQ) (the "Corporation"), a specialist at delivering integrated product solutions and support to the global technology and electronics industry, announced that the amalgamation (the "Amalgamation") of Adeptron Technologies Corporation ("Adeptron") and Artaflex Inc. ("Artaflex") to form the Corporation pursuant to a definitive agreement dated November 21, 2011 and an amalgamation agreement dated November 22, 2011 (collectively, the "Agreements") has been completed by the receipt today of a Certificate of Amalgamation from the Ontario Ministry of Government Services.
Paul Walker, the Chief Executive Officer the Corporation comments: "We are extremely pleased to announce that 99% of the Adeptron shares voted at the Adeptron special meeting of shareholders were in favour of the Amalgamation and that the transaction has closed earlier today. Combining Artaflex and Adeptron positions the new entity for future growth in all areas of our business from product design through to printed board assembly and systems integration".
Terms of Amalgamation
The Amalgamation resulted in shareholders of Adeptron receiving common shares of the Corporation on the basis of 0.04 common shares of the Corporation for every common share of Adeptron held by them and shareholders of the pre-amalgamated Artaflex received common shares of the Corporation on the basis of 12 common shares of the Corporation for every common share of the pre-amalgamated Artaflex held by them. As a result, the pre-amalgamated Artaflex's shareholders now own approximately 75% of the Corporation and Adeptron's shareholders now own approximately 25% of the Corporation. The transaction constituted a reverse takeover as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Corporation now has 15,868,310 common shares issued and outstanding.
The Amalgamation was approved by a special resolution of the shareholders of Adeptron at a special meeting of shareholders of Adeptron that took place on March 14, 2012. Shareholders of Adeptron also approved an ordinary resolution ratifying the adoption of the 10% rolling stock option plan of the Corporation.
Management, Board of Directors and Auditors of the Corporation
The board of directors of the Corporation consists of five members being Paul Walker, Phil Woodard, Shmulik Vlodinger, Peter Tolnai and Paul Langston. The officers of the Corporation consist of Paul Walker (Chief Executive Officer and Chairman), Jonathan Szczur (Chief Financial Officer), Phil Woodard (Chief Operating Officer and Corporate Secretary), Trent Carruthers (Executive Vice-President) and Gerardo Iuliano (Executive Vice President. KPMG LLP are the new auditors for the Corporation.
The common shares of the Corporation are expected to commence trading on the Exchange under the trading symbol of "ATF" following receipt of a final listing bulletin from the Exchange which is expected later this week.
Details regarding these or other terms of the transaction are set out in the Agreements and the Notice of Special Meeting and Management Information Circular of Adeptron Technologies Corporation dated February 13, 2012 (the "Circular") which are available on the SEDAR website at www.sedar.com.
Artaflex is a specialist at delivering integrated product solutions and support to the global technology and electronics industry. As a leading global provider of complete Electronics Manufacturing Services (EMS), Artaflex offers world class manufacturing facilities and global partners throughout Canada, the United States, Israel and China, allowing Adeptron to provide its customers the flexibility and scalability to competitively achieve total solutions to their present and future electronics outsourcing needs. Visit Artaflex at: www.artaflex.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO SUCH MATTERS AS EXPECTED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, TECHNOLOGICAL DEVELOPMENTS, DEVELOPMENT ACTIVITIES AND LIKE MATTERS. THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO RISK FACTORS DESCRIBED IN DOCUMENTS FILED WITH REGULATORY AUTHORITIES, SUCH AS ADEPTRON'S MOST RECENTLY FILED ANNUAL AND QUARTERLY REPORTS AND ANNUAL INFORMATION FORM. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED AS A RESULT OF THESE RISKS AND SHOULD NOT BE RELIED UPON AS A PREDICTION OF FUTURE EVENTS. THE CORPORATION UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE ON WHICH SUCH STATEMENT IS MADE, OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
The TSX Venture Exchange has in no way passed upon the merits of the Amalgamation and has neither approved nor disapproved the contents of this press release.
For further information:
Chief Executive Officer
Chief Financial Officer