MONTREAL, April 1 /CNW Telbec/ - Montec Holdings Inc. ("Montec" or the "Company") (TSX-V : MTE), a holding company focused on acquiring and developing a diversified portfolio of high-growth technology companies, announces that it has entered into a letter of intent with the five minority shareholders of Datex Billing Services Inc. under which the parties have agreed to the terms and conditions for the acquisition by Montec of the 49% of Datex held by the minority shareholders. Montec currently holds 51% of Datex's outstanding shares.
The letter of intent provides that Montec will acquire the shares for a total of $2.25 million, of which $500,000 will be paid in cash and $1,750,000 will be paid through the issuance of 19,444,444 Montec shares at a price of $0.09 per share. Montec has the option of increasing the cash component to a maximum of $1 million and reducing the share component accordingly.
The letter of intent provides that the 19,444,444 shares to be issued to the Datex shareholders will consist of common shares and non-voting series B preferred shares of Montec. The number of common shares will be fixed so that, upon the completion of the acquisition and a concurrent private placement, the selling shareholders, on the one hand, and Mr. Myer Bentob, Montec's Chairman and Chief Executive Officer, on the other hand, will have an equal number of common shares. The balance of the shares will be non-voting series B preferred shares. The series B preferred shares will convert into common shares of Montec on a one-for-one basis on the day immediately after the day on which Montec files its audited financial statements for the fiscal year ending December 31, 2008, which must take place no later than 120 days after Montec's year end. The parties have agreed that until such time, the Datex shareholders and Mr. Bentob shall own an equal number of Montec common shares.
The letter of intent also provides that the minority shareholders will have an earn-out provision, based on the earn-out provision agreed to in December 2006 at the time of the acquisition by Montec of 51% of the shares of Datex.
The letter of intent sets out that Mr. Jim Dawson, the President of Datex, will become the President of Montec at the closing of the acquisition. Mr. Myer Bentob will remain as the Chairman and Chief Executive Officer of Montec until the 2009 annual meeting of shareholders. The letter of intent also sets out that at the closing of the acquisition, Montec's board of directors will consist of three Datex nominees (including Jim Dawson) and three Montec nominees (including Myer Bentob).
The closing of the acquisition is subject to a number of conditions, namely, regulatory approval, including that of the TSX Venture Exchange, the preparation of definitive agreements, a concurrent private placement by Montec of common shares in a maximum amount of $720,000, to be priced in the context of the market, and a loan agreement with a commercial lender in the amount of $1.5 million, currently being negotiated.
"We are very pleased to have signed the letter of intent with the Datex minority shareholders", said Myer Bentob, Chairman and CEO of Montec Holdings. "We have entered into this transaction because we believe that it is in the best interests of Montec's shareholders to increase our ownership of Datex from 51% to 100%", added Mr. Bentob.
"We look forward to completing this transaction with Montec as soon as possible" said Jim Dawson, President of Datex. "The fact that Montec wishes to increase its ownership of Datex is a compliment to the entire Datex team."
About Montec Holdings Inc.
Montec Holdings Inc. is listed on the TSX Venture Exchange (TSX-V: MTE). Montec's objective is to create shareholder value by building a profitable technology entity with high-growth potential. Structured as a holding company, Montec's mandate is to acquire shareholdings of a number of synergistic companies and develop a diversified portfolio of high-growth technology companies. For more information about Montec Holdings, please visit our website at www.montecholdings.com
Forward Looking Statements
This press release contains forward-looking statements which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. The Company disclaims any obligation to update these forward-looking statements.
The TSX Venture Exchange Inc. has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
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