QUEBEC CITY, July 12 /CNW Telbec/ - Mario Jacob, President of DCB Capital
Inc. ("DCB"), (TSX Venture Exchange: CPH.P) and Mr. Pierre Carrier from Opsens
Inc. ("Opsens"), are pleased to announce that, on June 28, 2006, DCB and
Opsens signed an agreement in principle for the acquisition of all the issued
and outstanding Class A shares of Opsens. DCB expects the acquisition of
Opsens (the "Qualifying Transaction") to constitute its Qualifying Transaction
pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange"). The
completion of the Qualifying Transaction will be subject to a number of
conditions including the completion of a private or public financing of a
minimum amount of $1,000,000 and a maximum amount of $2,000,000, more fully
described below.
Opsens was constituted on August 19, 2003 under the name 9132-7676 Quebec
inc. pursuant to the Companies Act (Quebec). By articles of amendment, it
became Opsens Inc. on September 11, 2003. Opsens is a leading developer,
manufacturer and supplier of a wide range of fiber optic sensors and
associated signal conditioners based on proprietary and patent pending
technologies. Opsens sensors provide long-term accuracy and reliability in the
harshest environments and are able to address various critical measurement
requirements notably in the oil and gas field. Opsens provides patent pending
sensors to measure pressure, temperature, strain and displacement to original
equipment manufacturers (OEM) and end-users in the oil and gas, medical,
energy and laboratory fields. Opsens offers technical services, as on site
installation, training and turnkey fiber optic systems.
Evaluation of Opsens
According to the agreement in principle signed on June 28, 2006, DCB
expects to conclude an agreement according to which it intends to purchase all
of Opsens' issued and outstanding shares, that is to say 1,181,603 Class A
shares. The purchase price for the acquisition of all the issued and
outstanding Class A shares of Opsens will be paid by the issuance of
20,000,000 Common shares of DCB at a price of $0.40 per share. Opsens and DCB
have agreed to evaluate Opsens at $8,000,000.
Private or Public Financing between $1,000,000 and $2,000,000
In order to meet the minimum listing requirements of the Exchange, DCB
will complete a private or public financing of a minimum of $1,000,000 and a
maximum of $2,000,000 to be completed concurrent with the Qualifying
Transaction. The price of the units offered will be $0.40 each. The units will
be comprised of one Common share of DCB and one Common share purchase warrant.
The terms and conditions of the share purchase warrants will be determined
subsequently. The financing shall serve, among other, to support its
manufacturing efforts, to its current affairs, to R & D activities, to its
working capital and to investment activities in fixed and intangible assets.
Sponsorship of the Qualifying Transaction
If necessary, Desjardins Securities Inc., subject to completion of
satisfactory due diligence, has agreed to act as sponsor in connection with
the transaction. An agreement to sponsor should not be construed as any
assurance with respect to the merits of the transaction or the likelihood of
completion.
Trading Halt of DCB
DCB's Board of Directors has decided that trading in the shares of DCB
will remain halted until completion of the Qualifying Transaction.
DCB's Share Capital and Allocation of Options
DCB currently has 4,346,666 Common shares issued and outstanding. DCB is
not a party to any agreement requiring it to issue options, share purchase
warrants or other securities convertible into shares, except for options held
by Desjardins Securities Inc. entitling them to subscribe for 333,333 Common
shares of DCB at a price of $0.30 per share expiring on May 30, 2008.
The Company Opsens
Opsens' headquarters and business offices are located in Quebec City.
Opsens' significant assets are also located in Quebec City and its directors
are Mr. Pierre Carrier from St-Lambert, Mr. Claude Belleville from
L'Ancienne-Lorette and Mr. GaDetan Duplain from Beauport.
Opsens currently has 1,181,603 Class A shares issued and outstanding
which are held by twelve shareholders, among which the main shareholders are:
(i) Mr. Pierre Carrier (18.14%), (ii) Mr. Claude Belleville (27.48%), (iii)
Mr. GaDetan Duplain (27.48%), (iv) AccGes Capital QuDebec ChaudiGere-Appalaches,
sociDetDe en commandite (9.67%), which head office is located in Ste-Foy and (v)
Mr. Raynard Gauthier from Beauport (6.77%). There is no other share of any
class presently issued and outstanding in the share capital of Opsens.
Opsens is not a party to any agreement requiring it to issue options,
share purchase warrants or other securities convertible into shares.
According to Opsens' audited financial statements for the financial year
ended August 31, 2005, Opsens has total assets of $1,040,863, liabilities of
$1,710,615, a negative shareholders' equity of $669,752, and a net loss of
$273,825 on revenues of $750,182. According to Opsens' internal financial
statements for the nine-month period ended May 31, 2006, Opsens has total
assets of $1,503,351, liabilities of $1,736,763, a negative shareholders'
equity of $233,412, and a net loss of $600,887 on revenues of $609,855.
The Qualifying Transaction is between parties dealing at arm's length.
Loan in favour of Opsens
Subject to the consent of the Exchange and in connection with the
Qualifying Transaction, DCB has undertaken to grant a loan of a maximum amount
of $250,000 to Opsens, to be secured by a movable hypothec without delivery on
the universality of Opsens' movable property. The loan will be refundable on
demand and will bear interests at the preferential rate of Opsens' financial
institution, plus 2%. The loan will be disbursed 15 days following publishing
of the present press release, at the earliest. Opsens will use the loan for
its current operations.
The Board of Directors after Completion of the Qualifying Transaction
Upon completion of the Qualifying Transaction, DCB's directors will be
Pierre Carrier, Claude Belleville, GaDetan Duplain, Mario Jacob, Denis M.
Sirois, Bertrand Bolduc and Jean Rochette. Mr. Pierre Carrier has been
President and Chief Executive Officer, President of the Board and Director of
Opsens since its creation on August 19, 2003. His principal mandate consists
in ensuring the operational management of the company. He is also a member of
the Board of Directors of Amex Exploration Inc. (TSX Venture: AMX), a mining
exploration company. From March 2001 until March 2003, he was President of
Ryshco Media Inc., a corporation specialized in manufacturing movie dubbing
softwares, for which he set up the business plan, and the corporate and
financial structures. From September 1995 until August 2000, Mr. Carrier acted
as President and Chief Executive Officer of Roctest Ltd., which shares are
traded on the Toronto Stock Exchange, and which is involved in manufacturing
instruments used in civil engineering projects. In said company, he completed
many placements and business acquisitions including Nortech GSI Inc., Fiso
Technologies Inc., and Kromafibre Inc. (Corvis Canada Inc.). Mr. Carrier holds
a Bachelor's degree in Geology from the UniversitDe du QuDebec Ga MontrDeal
obtained in May 1979.
Mr. Claude Belleville has been Vice President R & D, Medical Sector and
Director of Opsens since its creation on August 19, 2003. His principal tasks
consist in leading research activities in the medical sector by orienting the
main lines of commercial and intellectual property development, planning the
works and looking after the execution of the action plan of the company. In
May 1994, he co-founded Fiso Technologies Inc., a company specialized in
manufacturing fiber optic sensors, for which he held the position of
President, from May 1994 until December 2002, and thereafter the position of
Vice-President Research and Development until August 2003. In addition to
taking care of the management of the company, Mr. Belleville was in charge of
the development of fiber optic gauges. He contributed to the development of
many products and technologies of fiber optic sensors. Since July 1986, he has
been a member of Ordre des ingDenieurs du QuDebec. Mr. Belleville holds a
Bachelor's degree in Physical Engineering (optic and photonic) from UniversitDe
Laval obtained in May 1986. He also holds a Master's degree in Optic obtained
in May 1988 from the same university.
Mr. GaDetan Duplain has been Vice President, R & D, Energy Sector, and
Director of Opsens since its creation on May 19, 2003. His main tasks consist
in leading research activities in the energy sector by orienting the main
lines of commercial and intellectual property development, planning the works
and looking after the execution of the action plan of the company. In May
1994, he co-founded Fiso Technologies Inc., a company specialized in
manufacturing fiber optic sensors, for which he held the position of
Vice-President from July 1994 until August 2003. In said company, Mr. Duplain
acquired experience in strategic planning and development of high technology
businesses. He holds a Bachelor's degree in Physical Engineering from
UniversitDe Laval obtained in May 1983. Mr. Duplain also holds a Master's
degree in Optic and Laser obtained in May 1986 from the same university.
Mr. Mario Jacob is President and Director of Maximum Capital Inc., a
consulting firm specialized in corporate financing and reorganization. He has
been a lawyer and a member of Barreau du QuDebec since 1995. He is Director and
Corporate Secretary of Power Tech Corporation Inc. (TSX Venture: PWB) and
Director of Virginia Mines Inc. (TSX: VGQ). He was President and Director of
the capital pool company, Dufort Capital Inc., now Odesia Group Inc., (TSX
Venture: ODS) further to the completion of its qualifying transaction. He was
also Director and Secretary of the capital pool company Rasa Investments Inc.,
which became Fortune 1000 Group Inc. (now Fortsum Business Solutions Inc.,
(TSX Venture: FRT)), further to the completion of its qualifying transaction,
and of SLC Capital Inc., now Conporec Inc. (TSX Venture: CNP), further to the
completion of its qualifying transaction. He was Vice President and Director
of LBJ Partners Inc., a private management corporation, from October 2000
until October 2004. He was partner at Flynn Rivard, lawyers, from January 1996
until October 1999. He was Corporate Secretary of Plexmar Resources Inc.
(TSX Venture: PLE) from January 2002 until February 2005, and of Lyrtech Inc.
(TSX Venture: LYT), from August 2000 until June 2001.
Mr. Denis M. Sirois has been Executive Vice-President of Exaclan Inc.
since 1996. Exaclan Inc. is a private holding company. Mr. Sirois is a member
of the board of directors of Telesystem Ltd. and some of its subsidiaries, and
of Gestion Fier-succGes Inc. Mr. Sirois is a member of the Executive Committee
of Exaclan Inc. and of the Investment Committee of Propulsion Fund III L.P.
Mr. Sirois began his career for the company Bureau de credit collectif LtDee
(BCCL) for which he acted as Managing Director in 1993. BCCL was a Quebec
leader in credit information systems and was sold to a multinational in 1996.
Mr. Bertrand Bolduc, B.Pharm., MBA, is President, Chief Executive Officer
and Director of Mistral Pharma Inc. (TSX Venture: MIP), a pharmaceutical
corporation developing controlled- delivery drugs since 2003. Mr. Bolduc is a
pharmacist and has more than 14 years of experience in the pharmaceutical
industry acquired at Servier Canada Inc., Biovail Corporation (TSX: BVF),
Axcan Pharma Inc. (TSX: AXP), Procrea Biosciences Inc. (now OPMEDIC Group
Inc., TSX: OMG) and TGN Biotech Inc., for which he participated in many
acquisitions of products and businesses. He was President of the
Pharmaceutical Marketing Club of Quebec and is currently President of the
Quebec Bio-Industries Association. Mr. Bolduc is also a director of
Motionshere Capital Inc. (TSX Venture: MSL.P), a capital pool company. He has
been a member of the Order of Pharmacists since July 1990. He holds a
Bachelor's degree in Pharmacy from UniversitDe de MontrDeal obtained in May 1990
and a Master's degree from HEC MontrDeal obtained in September 2000.
Mr. Jean Rochette held the positions of Vice-President and Chief
Executive Officer of the Company MAAX Inc. (previously TSX: MXA) in North
America from January 2000 until March 2005. He had the responsibility of the
results for North America: sales of 425 million dollars, 15 plants and 2,100
employees. From February 1996 until October 2000, he was President and
Managing Director of Ralston Purina in France. Mr. Rochette has more than
13 years of experience in general directorate positions. He has developed an
expertise in sales growth, development of distribution networks, business
acquisitions and recovery of financial results. Holder of an Executive MBA,
Mr. Rochette is known for his leadership, his professionalism and his
abilities of strategic vision of the business and in the development of
competitive advantages.
Upon completion of the Qualifying Transaction, DCB's officers will be:
Mr. Pierre Carrier (President and Chief Executive Officer), Mr. Claude
Belleville (Vice President R & D, Medical Sector), Mr. GaDetan Duplain (Vice
President R & D, Energy Sector) and Mr. Louis Laflamme (Vice President Finance
and Chief Financial Officer).
Mr. Louis Laflamme has been Vice President Finance and Chief Financial
Officer of Opsens since November 2005. His principal tasks consist in defining
and executing the financial strategy of the company towards the shareholders
and the financial community as well as in the operational activities. From
March 2005 until November 2005, he held the position of Director,
Administration & Finance of DEQ Systems Corp., a corporation listed on the
Exchange (TSX Venture: DEQ) and specialized in the manufacturing and
distribution of electronic systems for gaming tables in casinos. In said
corporation, he participated in equity financings. From July 2002 until
February 2005, Mr. Laflamme held the position of Chief Financial Officer and
Vice- President Finance of TGN Biotech Inc., a company specialized in research
and development in biotechnology, for which he led a round of equity
financing. From January 2002 until July 2002, Mr. Laflamme also acted as
corporate controller for St-Raymond Forest Products Ltd., a corporation
involved in the manufacturing of veneers. From October 1998 until December
2001, he was Senior Auditor in the assurance and advisory department for
Samson BDelair/Deloitte & Touche, s.e.n.c.r.l. Mr. Laflamme has been a member
of Ordre des comptables agrDeDes since February 2001. He holds a Bachelor's
degree in Business Administration from UniversitDe Laval obtained in May 1998.
Conditions for the Completion of the Qualifying Transaction
The completion of the Qualifying Transaction is subject to a number of
conditions, including a private or public financing of a minimum amount of
$1,000,000 and a maximum amount of $2,000,000, compliance of the resulting
issuer with the minimum listing requirements of the Exchange and consent of
the Exchange. There can be no assurance that the Qualifying Transaction will
be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement
to be prepared in connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed
Qualifying Transaction, and has neither approved nor disapproved the
contents of this press release.
The prospectus of DCB CAPITAL INC. can be consulted on SEDAR's website at
the address: http://www.sedar.com
