MISSISSAUGA, ON, Dec. 2 /CNW Telbec/ - Datex Technologies Corporation (“Datex” or the “Company”) (TSX-V:DTC) today announced that its Board of Directors (the “Board”) has conditionally approved a going private transaction. In connection with the proposed going private transaction, the Board has established an independent committee (“Independent Committee”) consisting of David Parkes and David Williams. The Independent Committee has further retained a valuator to prepare a valuation (“Valuation”) of the Company as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
In support of the proposed transaction, the Company has entered into a lock-up agreement (“Lock-Up Agreement”) with a major shareholder (and his spouse) (herein the “Seller”) who holds in excess of 12,600,000 shares of Datex, representing approximately 22.1% of the issued and outstanding shares.
Under the terms of the Lock-Up Agreement, the Seller has agreed, subject to certain conditions, to support the going private transaction and vote in favour of such transaction. The Lock-Up Agreement may be terminated: (i) at any time by mutual consent of the Company and the Seller; (ii) by the Company if the Valuation being obtained for the proposed transaction would require the Independent Committee or the Board to recommend a purchase price greater than $0.04 per common share; (iii) if the Company notifies the Seller in writing that the Company cannot arrange adequate financing to finance the proposed purchase price of $0.04 per common share by January 31, 2011; or (iv) the Board does not approve the proposed transaction.
If the Company receives an acceptable Valuation to support the proposed transaction at $0.04 per common share, it is the Company’s intention to call a special meeting of its Shareholders to consider the proposed transaction (likely to be completed by way of amalgamation between Datex and a newly formed corporation controlled by the current management group).
In order for the transaction to proceed, it will need, among other things, to be approved by a “majority of the minority” shareholders of Datex. It is further contemplated that the current management group of Datex (consisting of Jim Dawson, Lori Dawson, Ed Leavens, Marc Carrafiello and corporate entities controlled by such persons) will be “interested parties” in connection with the transaction and accordingly will not be able to vote in connection with any “majority of minority vote” to be held.
There can be no assurance that the proposed going private transaction will be completed. The Company will issue further press releases in respect to this proposed transaction as circumstances warrant.
About Datex Technologies Corporation
Datex Technologies Corporation is listed on the TSX Venture Exchange. Datex is a leading provider of billing software and services, customer management and order management solutions and telecom expense management services. For more information about Datex, please visit our website at www.datex.ca.
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.
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
For further information: For further information:
Mr. Jim Dawson, President & CEO
Telephone: (905) 822-2300
Email: [email protected]
Source: Datex Technologies Corporation