Strategic Alternatives-Prosys Closes the Sale of Its Participation in CDMS
23 Dezembro 2008 - 11:00AM
Marketwired
Prosys-Tech Corporation (TSX VENTURE: POZ)(hereinafter, "Prosys"),
announces it has closed the sale to Chris Danielle Micro Solutions
(CDMS) Inc. (hereinafter, "CDMS") of all of its shares in the share
capital of CDMS, being an aggregate of one hundred and ninety-three
(193) Class A common shares of CDMS (hereinafter, the "Shares")
(hereinafter, the "Transaction").
The purchase price is of four hundred and fifty thousand dollars
($450,000), paid in cash at the closing of the Transaction
(hereinafter, the "Purchase Price"), such Purchase Price being
subject to a deduction equivalent to the value of any and all
amounts paid to Prosys by way of dividends between November 11,
2008 and the closing of the Transaction. The parties acknowledged
that the value of the said amounts is $173,000 so that the net
purchase price is of $277,000.
The Transaction is deemed a non arm's length party transaction
pursuant to Policy 5.3 Acquisitions and Dispositions of Non-Cash
Assets of the TSX Venture Exchange (hereinafter, "Policy 5.3") and
a related party transaction pursuant to Regulation 61-101
respecting protection of minority security holders in special
transactions of the Autorite des marches financiers (hereinafter,
"Regulation 61-101") as Danielle Lafleur is a shareholder of Prosys
and a control person of CDMS and her husband, Chrisanthos Symeon,
is an insider of Prosys as President and director of CDMS. However,
Prosys is relying on the exemptions from the formal valuation and
minority shareholder approval requirements under Regulation 61-101
since the fair market value of the subject matter of the
Transaction, and the fair market value of the consideration
received in exchange therewith, is reasonable and does not exceed
25% of the market capitalization of Prosys.
The TSX Venture Exchange had required the written consent of
Prosys's disinterested shareholders who hold the majority of the
issued and outstanding shares in the share capital of Prosys,
except Danielle Lafleur, as proof of shareholder's approval of a
reviewable disposition pursuant to Policy 5.3. This Transaction was
also subject to the resignation of Mr. Georges Hebert and Kerrigan
Turner as Directors of CDMS as well as to the usual approval of
securities regulators. All the foregoing conditions have been
fulfilled.
About Prosys
Prosys is a distributor of information technology products
having offices in Montreal, Quebec City and Ottawa. Prosys
maintains its participation in Peak Positioning Inc. Prosys
currently holds about 45% of Peak's issued shares and has an option
to increase its participation in Peak to 50.1%. The investment in
Peak is in the scope of the Prosys' steps to diversify the global
offer of services to its current customers and to improve Prosys'
positioning for the development of the SMB market. For more
information regarding Peak, please visit
www.peakpositioning.com.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed Transaction and has neither approved nor
disapproved the contents of this press release.
Contacts: Prosys Tech Corporation Mr. Georges Hebert President
and Chief Executive Officer 514-255-3454, extension 270
Prosys Tech (Tier2) (TSXV:POZ)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Prosys Tech (Tier2) (TSXV:POZ)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024