VANCOUVER, Aug. 28 /CNW/ - Triant Holdings Inc. (TSX:TNT, "Triant")
announced today that it has signed an Asset Purchase Agreement (APA) for the
sale of substantially all of its assets (consisting of its Fault Detection &
Classification business) to PDF Solutions, Inc. (NASDAQ: PDFS), a U.S.
The gross value of the transaction to Triant is approximately
U.S.$1,750,000, payable in cash.
There is no assurance that the signing of the APA will result in the
closing of a transaction. The prospective sale is subject to a number of
conditions, including shareholders' approval at an annual and special meeting
of shareholders to be held on September 19, 2008. If approved by shareholders,
and if the other conditions of closing are satisfied, the sale transaction is
expected to close on or about September 30, 2008.
Subsequent to closing, the Directors of the Company intend to declare a
liquidating distribution and, subject to shareholder approval, to dissolve the
Company. Management of the Company currently estimates that the liquidating
distribution will be approximately $0.21 per common share after deducting from
the gross transaction value, the estimated costs of the transaction, wind-up
costs and other amounts required to satisfy all of the outstanding liabilities
and other obligations of the Company; but prior to the deduction of such
further reserves as the Directors may establish for unexpected expenses,
liabilities and obligations. The actual amount of the liquidating distribution
will depend on the actual amount of the Company's expenses, liabilities and
obligations as finally determined in the course of liquidating the Company. To
the extent that the Company's expenses, liabilities and obligations are
different from current estimates, or if any unforeseen obligations arise, the
actual amount distributed to Shareholders may be lower, and possibly
substantially lower, than the estimates.
The Board of Directors of the Company has resolved to recommend to
shareholders of the Company that they vote in favour of the transaction and
the subsequent dissolution of the Company. In connection with its approval of
the transaction, the Triant Board had the benefit of a favourable
recommendation of a Special Committee of the Board consisting only of
Directors independent of management, as well as of an opinion from
Evans & Evans, Inc., independent financial advisors to the Board, that the
transaction is fair, from a financial point of view, to the shareholders of
About PDF Solutions, Inc.
PDF Solutions is the leading provider of yield improvement technologies
and services for the IC manufacturing process lifecycle. PDF Solutions offers
solutions that are designed to enable clients to lower costs of IC design and
manufacture, enhance time to market, and improve profitability by addressing
design and manufacturing interactions from product design to initial process
ramps to mature manufacturing operations. More information about PDF is
available via the Internet at www.pdf.com.
Triant develops and deploys equipment health monitoring and advanced
fault detection solutions. Our primary focus is currently the global
semiconductor industry where we provide innovative software solutions that
enable our customers to improve yield and throughput in their highly
sophisticated semiconductor manufacturing plants. To address the market
opportunity in the semiconductor industry, we have developed ModelWare(R), a
complete equipment health monitoring and advanced fault detection software
solution. Leading semiconductor companies are using ModelWare to improve their
competitive advantage in manufacturing integrated circuits. More information
about Triant is available via the Internet at www.triant.com.
This news release contains forward-looking statements about Triant and
its business. Forward-looking statements are statements that are not
historical facts and are generally, but not always, identified by the words
"expects," "anticipates," "believes," "intends," "estimates," "projects" and
similar expressions, or that events or conditions "would," "may," "could" or
"should" occur. Forward-looking statements are based on the beliefs, opinions
and expectations of Triant's management at the time they are made, and Triant
does not assume any obligation to update its forward-looking statements if
those beliefs, opinions or expectations, or other circumstances, should
change. Readers should not place undue reliance on forward-looking statements.
The forward-looking statements in this news release are subject to various
risks, uncertainties and other factors including, without limitation: the
risks of the proposed sale transaction failing to receive shareholder approval
and the failure of the proposed sale transaction to close, either because of a
failure to satisfy the conditions of closing, or for other reasons. If the
proposed sale transaction fails to close, the Company will nevertheless incur
significant transaction costs which may further impair the ability of Triant
to sustain operations and to continue as a going concern.
For further information:
For further information: Robert Heath, President & CEO, Mark Stephens,
CFO, Triant Holdings Inc., (604) 697-5090, email@example.com