EKO / TSX Venture Exchange
MONTREAL, June 25 /CNW Telbec/ - Noveko International Inc. ("Noveko")
announces the acceptance of its offer to purchase all the issued and
outstanding shares of Groupe Conseils Micron-Air inc. ("Micron-Air"), a
designer and manufacturer of air quality systems marketed under the
EPURAIR (TM) brand and targeted to the residential market.
The Micron-Air product line includes portable or central HEPA air
exchangers and air purifiers, filtration systems for furnaces, central air
humidifiers with an ecological water management system, and a ventilator and
ventilation duct cleaner and sanitizer. Micron-Air manufactures its products
using the most advanced manufacturing techniques and operates two plants
located in McMasterville, Quebec. At Micron-Air, specialists in engineering
and health collaborate on a continuous basis to design top-of-the-line
systems. EPURAIR(TM) products are marketed in Quebec, increasingly in the
United States and also in France and China.
"The acquisition of Micron-Air will enable us to integrate an innovative
company with an excellent reputation, and whose high-quality products are
complementary to our biomedical and environmental activities. We expect to
achieve cross-selling and significant business synergies by combining our
distribution networks," indicated André Leroux, Chairman of the Board and
Chief Executive Officer of Noveko.
The purchase price will be CA$600,000 in cash, plus 600,000 Class A
shares of Noveko, to be divided between Simon Labrecque and Gestion Simon
Labrecque inc., the two shareholders of Micron-Air. The $600,000 cash
consideration will be increased by $1.00 for each shareholders' equity dollar
above $600,000 on the closing date, up to a maximum shareholders' equity
amount of $800,000. Subsequent to the scheduled closing of this acquisition by
early August 2008, Simon Labrecque will continue to act as President of
Micron-Air which will become an operating subsidiary of Noveko. The closing of
such acquisition is notably subject to thorough due diligence of Micron-Air
and to the consent of the TSX Venture Exchange. The 600,000 Class A shares to
be issued pursuant to this transaction will be subject to a standard
four-month holding period.
Offer to Purchase SARL NOVEKO ALGERIE
Noveko also announces the acceptance of its offer to purchase all the
issued and outstanding shares of SARL Noveko Algérie ("Noveko Algérie"), a
medical equipment import company located in Zéralda Alger, Algeria, 50% of
which is owned by Mourad Ramdane, President, and 50% by BLT Capital Inc.,
itself equally held by three officers of Noveko, namely André Leroux, Alain
Bolduc and Jacques Tessier.
"With Noveko Algérie within our Group, we can more intensively develop
the Algeria, Maghreb in general and Middle East markets, which hold great
potential for our subsidiaries' various product lines. Its mission and
operations are therefore set to expand and be reinforced in the future. When
Noveko Algérie was incorporated, our Board of Directors had not authorized the
acquisition by Noveko of 50% of its shares as there was no certainty that such
acquisition in these markets would be profitable for Noveko. However, we had
permitted this company to use "Noveko" in its corporate name in order to
seriously test and to distribute our products in these markets. The Board of
Directors is now satisfied with Noveko Algérie's results and therefore decided
to authorize the acquisition thereof," indicated André Leroux.
The transaction will be settled by way of 240,000 Class A shares of
Noveko, to be divided equally between Mourad Ramdane and BLT Capital Inc. The
closing of such acquisition is notably subject to thorough due diligence of
Noveko Algérie and to the consent of the TSX Venture Exchange. Subsequent to
the scheduled closing of the transaction on or about July 15, 2008, Mourad
Ramdane will continue to act as President of Noveko Algérie within the Noveko
Group. All the Class A shares issued pursuant to this transaction will be
subject to a standard four-month holding period.
Noveko International Inc. is a public holding company. Currently, its
operating subsidiaries are S.A.S. ECM, Noveko Inc., Laboratoire SyMa Inc.,
Bolduc Leroux Inc. and Magnum Pharmaceutics Inc. ECM specializes in portable
real-time ultrasound scanners for veterinary and human medicine. Noveko Inc.
develops biomedical and environmental products derived from its patented
antimicrobial filtration technology (Noveko(TM) antimicrobial face masks and
air filters). SyMa specializes in sanitizers, sold under the Azuro(TM) brand.
BLI is involved in the custom processing and distribution of steel products
based on client specifications. Magnum acts as a manufacturer sales agent for
the Noveko Group's biomedical and environmental products and sanitizers and
for other manufacturers.
The information set forth in this press release includes certain
forward-looking statements. Such statements are based on assumptions exposed
to major risks and uncertainties. Although Noveko deems the expectations
reflected in these forward-looking statements to be reasonable, the Company
cannot provide any guarantee as to the materialization of the expectations
reflected in these forward-looking statements. The TSX Venture Exchange has
not reviewed and does not accept responsibility for the adequacy or accuracy
of this release.
For further information:
For further information: André Leroux, Chairman of the Board and Chief
Executive Officer; Alain Bolduc, President and Chief Operating Officer, Noveko
International Inc., (514) 344-3030, http://www.noveko.com; Marie-Claude
Leroux, Morin Public Relations, (514) 289-8688, ext. 224, Cell: (514)