Symbol: CXG.A-TSX-V
www.clemex.com
Shares Outstanding: 31,019,810
LONGUEUIL, QC, Nov. 28,
2016 /CNW Telbec/ - Following the receipt of the letter of
intent on August 2, 2016 and the review of the Special
Committee mandated on the same date by its Board of Directors,
Clemex Technologies Inc. ("Clemex") (TSXV: CXG.A) is pleased to
announce that it has entered into a Merger Agreement (the
"Merger Agreement") and related agreements with
9804064 Canada Inc. (the "Purchaser") and a group of
shareholders. The Purchaser is a newly-incorporated corporation
owned by a group of shareholders, including
RAL Diagnostics SAS, Zwick Roell AG and
Mr. Yves Bassat, the President, Chief Executive Officer
and Chairman of the Board of Directors (collectively, the
"Principal Shareholders"). Pursuant to the Merger Agreement, the
Purchaser will purchase, in effect, all of the issued and
outstanding Class A common shares of Clemex, other than shares held
directly or indirectly by the Principal Shareholders, at a price of
$0.20 in cash per share, representing
total consideration of approximately $3.8
million. The $0.20 per
share cash consideration represents a premium of 100% to the last
trading price of the Shares on the TSX Venture Exchange on
July 21, 2016 (the last date upon
which the Shares traded prior to the announcement of the receipt of
the non-binding letter of intent from the Principal Shareholders to
privatise Clemex on August 2, 2016) and a premium of
approximately 66.7% to the highest trading price of the Shares on
the TSX Venture Exchange between January 1, 2016 and
August 2, 2016.
The transaction will be effected by way of an amalgamation of
Clemex and the Purchaser under the Canada Business Corporations
Act (the "Amalgamation"). Under the Amalgamation, shareholders
(other than the Principal Shareholders and dissenting shareholders,
if any) will receive, for each Class A common share of Clemex
held prior to the Amalgamation, one Class A redeemable
preferred share ("Amalco Redeemable Preferred Share") of the new
corporation resulting from the Amalgamation ("Amalco") and
immediately after their issuance, each Amalco Redeemable Preferred
Share will be redeemed for $0.20 in
cash.
The Amalgamation is subject to approval by the shareholders of
Clemex. In this regard, Clemex has called an annual and
special meeting of shareholders, to be held at Fasken Martineau
DuMoulin LLP, Stock Exchange Tower, 800 Square Victoria,
Suite 3700, Montreal, Québec
at 10:00 a.m. on December 23,
2016, to vote, among other things, on the Amalgamation.
Clemex will mail a detailed management information circular to
shareholders shortly for the annual and special meeting. If
shareholders approve the Amalgamation, it is expected to take
effect promptly following the meeting.
The Principal Shareholders collectively own, directly or
indirectly, or exercise control or direction over an aggregate of
11,946,813 Shares representing approximately 38.5% of Clemex's
issued and outstanding Shares. Mr. Karol Brassard, who
beneficially owns, directly or indirectly or exercises control or
direction over, an aggregate of 5,935,800 Class A common shares,
representing approximately 19.14% of the issued and outstanding
Class A common shares of Clemex, has irrevocably agreed, pursuant
to a support agreement dated July 29, 2016, as amended on
October 7, 2016 and November 8, 2016, to
support and vote in favour of the Amalgamation and has further
agreed, among other things, not to take any action which may in any
way adversely affect the success of the Amalgamation.
The Amalgamation is a "related party transaction" within the
meaning of Multilateral Instrument 61-101 – Protection of
Minority Security holders in Special Transactions as each
of
RAL Diagnostics SAS and Zwick Roell AG have
beneficial ownership of, or control or direction over, directly or
indirectly, securities of Clemex carrying more than 10% of the
voting rights attached to all of Clemex's outstanding voting
securities and Mr. Yves Bassat is the President, Chief
Executive Officer and Chairman of the Board of Directors of Clemex.
In addition, two directors of the Corporation
(Dr. Jan Stefan Roell and
Mr. Frédéric Imbs) are the respective representatives of
the Zwick Roell AG and RAL Diagnostics SAS on
the Board of Directors of Clemex and are respectively executive
officers of these companies.
As a consequence of the Amalgamation being a "related party
transaction", the special committee of independent directors has
been established by the Board of Directors of Clemex to review and
negotiate the Merger Agreement and related agreements with the
Purchaser and the Principal Shareholders and make a recommendation
to the Board of Directors. The Special Committee is composed of
Louis-François Hogue (Chairman) and Normand
Beauregard.
Upon recommendation by the Special Committees and after
consultation with its financial and legal advisors, the members of
Board of Directors of Clemex entitled vote on such matter
unanimously approved the entering into of the Merger Agreement and
approved, subject to shareholder approval, the Amalgamation.
In doing so, the Board of Directors determined that the
consideration to be received by the shareholders other than the
Principal Shareholders, is fair, from a financial point of view, to
the shareholders and in the best interests of Clemex.
In making its determination, the Board of Directors considered,
among other things, an opinion from MNP LLP to the effect
that, as of November 27, 2016 and based upon and subject
to the limitations, assumptions and qualifications contained
therein, the consideration to be received by the shareholders other
than the Principal Shareholders is fair, from a financial point of
view, to the shareholders, other than the Principal Shareholders. A
copy of the fairness opinion will be included in the management
information circular to be mailed to shareholders.
The Purchaser and Principal Shareholders have demonstrated to
the Special Committee that the Amalgamation will be fully-funded
subject to meeting customary conditions as more fully described in
the information circular to be mailed to shareholders.
To be effective, the Amalgamation must be approved by a special
resolution of the shareholders. The requisite approval for
the special resolution will be: (a) at least two-thirds of the
votes cast on the special resolution by shareholders present in
person or represented by proxy and entitled to vote at the annual
and special meeting; and (b) a majority of the votes cast on
the special resolution by shareholders present in person or
represented by proxy and entitled to vote at the annual and special
meeting, but excluding the votes casted by the Principal
Shareholders and their respective affiliates. The
Amalgamation is also subject to satisfaction of certain conditions
set out in the Merger Agreement and amalgamation agreement.
The Board of Directors unanimously recommends that shareholders
vote for the special resolution at the meeting.
Clemex will file a copy of the Merger Agreement and related
agreements on SEDAR.
MNP LLP is acting as financial advisor and Fasken Martineau
DuMoulin LLP is acting as legal counsel to the Special
Committee of Clemex in connection with the Amalgamation.
McMillan LLP is acting as legal counsel to the Purchaser.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of applicable securities laws. Such forward-looking
statements may include, without limitation, statements regarding
the completion of the proposed Amalgamation and other statements
that are not historical facts. Such statements are subject to
assumptions, risks and uncertainties, including those discussed in
our filings on SEDAR. Actual results or events may vary materially
from expected results or events. In particular, the timing and
completion of the proposed Amalgamation will be subject to certain
conditions, termination rights and other risks and uncertainties.
Accordingly, there can be no assurance that the proposed
Amalgamation will occur, or that it will occur on the timetable or
on the terms and conditions contemplated. We do not undertake any
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of the release.
About Clemex Technologies, Inc.
Clemex Technologies Inc. develops, manufactures and markets
image analysis systems and software used by quality control and
research microscopy laboratories. Clemex' customer base spans over
many countries in America, Europe,
Asia and encompasses major
Research and Development Centers, prestigious Universities and
large manufacturing industries in various fields including
healthcare, automotive, aerospace, raw materials manufacturing,
pharmaceuticals, mining and other sectors.
SOURCE Clemex Technologies Inc.