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Montec Holdings Signs Letter of Intent to Acquire Remaining 49% of Datex Billing Services - Transaction will increase Montec Holdings ownership of Datex to 100%

MONTREAL, April 1 /CNW Telbec/ - Montec Holdings Inc. ("Montec" or the "Company") (TSX-V : MTE), ...

articleDefence Therapeutics Inc Class AApril 1, 20083/company/defence-therapeutics-inc/news/montec-holdings-signs-letter-of-intent-to-acquire-remaining-49percent-of-datex-billing-services-transaction-will-increase-montec-holdings-ownership-of-datex-to-100percent
Montec Holdings Signs Letter of Intent to Acquire Remaining 49% of Datex Billing Services - Transaction will increase Montec Holdings ownership of Datex to 100%

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[{"type":"text","content":"\n\n\n\nMONTREAL, April 1 /CNW Telbec/ - Montec Holdings Inc. ("Montec" or the\n"Company") (TSX-V : MTE), a holding company focused on acquiring and\ndeveloping a diversified portfolio of high-growth technology companies,\nannounces that it has entered into a letter of intent with the five minority\nshareholders of Datex Billing Services Inc. under which the parties have\nagreed to the terms and conditions for the acquisition by Montec of the 49% of\nDatex held by the minority shareholders. Montec currently holds 51% of Datex's\noutstanding shares.\n\n\nThe letter of intent provides that Montec will acquire the shares for a\ntotal of $2.25 million, of which $500,000 will be paid in cash and $1,750,000\nwill be paid through the issuance of 19,444,444 Montec shares at a price of\n$0.09 per share. Montec has the option of increasing the cash component to a\nmaximum of $1 million and reducing the share component accordingly.\n\n\nThe letter of intent provides that the 19,444,444 shares to be issued to\nthe Datex shareholders will consist of common shares and non-voting series B\npreferred shares of Montec. The number of common shares will be fixed so that,\nupon the completion of the acquisition and a concurrent private placement, the\nselling shareholders, on the one hand, and Mr. Myer Bentob, Montec's Chairman\nand Chief Executive Officer, on the other hand, will have an equal number of\ncommon shares. The balance of the shares will be non-voting series B preferred\nshares. The series B preferred shares will convert into common shares of\nMontec on a one-for-one basis on the day immediately after the day on which\nMontec files its audited financial statements for the fiscal year ending\nDecember 31, 2008, which must take place no later than 120 days after Montec's\nyear end. The parties have agreed that until such time, the Datex shareholders\nand Mr. Bentob shall own an equal number of Montec common shares.\n\n\nThe letter of intent also provides that the minority shareholders will\nhave an earn-out provision, based on the earn-out provision agreed to in\nDecember 2006 at the time of the acquisition by Montec of 51% of the shares of\nDatex.\n\n\nThe letter of intent sets out that Mr. Jim Dawson, the President of\nDatex, will become the President of Montec at the closing of the acquisition.\nMr. Myer Bentob wil...

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