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Montec Holdings Acquires Remaining 49% of Datex Billing Services - Datex becomes wholly-owned subsidiary

MONTREAL, Jan. 27 /CNW Telbec/ - Montec Holdings Inc. ("Montec") (TSX-V : MTE), a holding company...

articleDefence Therapeutics Inc Class AJanuary 27, 20094/company/defence-therapeutics-inc/news/montec-holdings-acquires-remaining-49percent-of-datex-billing-services-datex-becomes-wholly-owned-subsidiary
Montec Holdings Acquires Remaining 49% of Datex Billing Services - Datex becomes wholly-owned subsidiary

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[{"type":"text","content":"\n\n\n\nMONTREAL, Jan. 27 /CNW Telbec/ - Montec Holdings Inc. ("Montec") (TSX-V :\nMTE), a holding company focused on acquiring and developing a diversified\nportfolio of high-growth technology companies, is pleased to announce that it\nhas completed its previously-announced (see press release dated January 21,\n2009) acquisition of the remaining 49% of Datex Billing Services Inc.\n("Datex") held by its minority shareholders.\n\n\nMontec acquired the common and preference shares of Datex that it did not\nalready own for a total of $2.25 million, payable substantially in shares of\nMontec. Accordingly, and pursuant to the application of the equalization\nprinciple as between the minority shareholders, on the one hand, and Mr. Myer\nBentob, Montec's Chairman and Chief Executive Officer, on the other hand,\nMontec issued an aggregate of 9,381,500 common shares and 18,743,500 Series B\nPreferred Shares to the minority shareholders at an issue price of $0.08 per\nshare.\n\n\nThe purchase price may be increased over time by a maximum of $1,250,000,\npursuant to an earn-out formula based on Datex's net earnings. The earn-out\nformula is the same as that which was agreed to in December 2006 at the time\nof the acquisition by Montec of its 51% interest in Datex.\n\n\nIn connection with the closing of the transaction, Mr. Jim Dawson, the\nPresident of Datex, became the President of Montec. Mr. Myer Bentob will\nremain as the Chief Executive Officer of Montec until the 2009 Annual and\nGeneral Meeting of shareholders.\n\n\nConcurrent with the closing of the transaction, Mr. Myer Bentob\nsubscribed for a total of 5,000,000 common shares of Montec at a price per\nshare of $0.08, for gross proceeds to Montec of $400,000. The proceeds from\nthe private placement will be used by Montec for working capital and to pay\ndown its existing line of credit.\n\n\nMontec also issued a total of 2,125,000 common shares to Mr. Myer Bentob\nat a deemed issue price per share of $0.08, thereby converting an aggregate of\n$170,000 in prior cash advances.\n\n\nUnder applicable securities legislation and the policies of the TSX\nVenture Exchange, all of the foregoing securities are subject to a hold period\nexpiring on May 23, 2009.\n\n\nAs a result of the acquisition, private placement and debt settlement,\nthere are 30,961,000 common shares...

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