• Clemex Receives Non-Binding Letter of Intent from Principal Shareholders to Privatize Company

    02/08/2016 12:00:00 AM

    Montreal (Quebec), le August 2nd, 2016 –  Clemex Technologies Inc. (“Clemex” or the “Company”) (TSXV: CXG.A) today announced that its Board of Directors has received a non-binding letter of intent from RAL Diagnostics SAS, Zwick Roell AG and Mr. Yves Bassat (collectively, the “Principal Shareholders”) confirming their intention to acquire all of the issued and outstanding Class A common shares of Clemex, other than shares held directly or indirectly by them, 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) and a premium of approximately 66.7% to the highest trading price of the Shares on the TSX Venture Exchange since January 1, 2016.

     
     
    Mr. Bassat is the President and Chief Executive Officer of Clemex.  RAL Diagnostics SAS and Zwick Roell AG together own, directly or indirectly, or exercises control or direction over, an aggregate of 11,946,813 Class A common shares of Clemex, representing approximately 38.5% of Clemex’s 30,999,810 issued and outstanding shares.
     
    Clemex also announces that the Principal Shareholders have advised the Company that they have, through a newly-formed corporation, 9804064 Canada Inc. (“Newco”), entered into a Support Agreement with Mr. Karol Brassard holding an aggregate of 5,935,800 shares, representing approximately 19.15% of Clemex’s outstanding shares and approximately 31.15% of the shares not owned or controlled by the Principal Shareholders, under which Mr. Brassard has agreed to vote his shares in favor of the transaction at any meeting of Clemex shareholders called for that purpose.
     
    A special committee of independent directors has been established by the Board of Directors of Clemex to review the letter of intent received from 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. The Special Committee has retained Fasken Martineau to act as its legal counsel.
     
    The letter of intent from the Principal Shareholders does not constitute a binding offer to acquire shares of Clemex. There is no assurance that the proposal will result in such a binding offer being made to shareholders of Clemex or that the transaction contemplated by the proposal, or any other transaction, will be completed. The transaction would be subject to shareholder and regulatory approvals and other conditions usual for a transaction of this type.
     
    This transaction is subject to approval of all applicable regulatory authorities.
     

    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 “going private” transaction 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 “going private” transaction will be subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed “going private” transaction 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.

    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’s customer base spans the globe and encompasses prestigious Universities and Research Centers in many scientific domains, large and medium size manufacturing facilities in numerous industries including automotive, aerospace, raw materials manufacturing, pharmaceuticals, mining and other sectors.