Science & Technology
Science and Technology
Science and Technology
Wed, January 28, 2009
Tue, January 27, 2009 Montec Holdings Inc.: Montec Holdings Acquires Remaining 49% of Datex Billing Services
MONTREAL, QUEBEC--(Marketwire - Jan. 27, 2009) - Montec Holdings Inc. ("Montec") (TSX VENTURE:MTE), a holding company focused on acquiring and developing a diversified portfolio of high-growth technology companies, is pleased to announce that it has completed its previously-announced (see press release dated January 21, 2009) acquisition of the remaining 49% of Datex Billing Services Inc. ("Datex") held by its minority shareholders.
Montec acquired the common and preference shares of Datex that it did not already own for a total of $2.25 million, payable substantially in shares of Montec. Accordingly, and pursuant to the application of the equalization principle as between the minority shareholders, on the one hand, and Mr. Myer Bentob, Montec's Chairman and Chief Executive Officer, on the other hand, Montec issued an aggregate of 9,381,500 common shares and 18,743,500 Series B Preferred Shares to the minority shareholders at an issue price of $0.08 per share.
The purchase price may be increased over time by a maximum of $1,250,000, pursuant to an earn-out formula based on Datex's net earnings. The earn-out formula is the same as that which was agreed to in December 2006 at the time of the acquisition by Montec of its 51% interest in Datex.
In connection with the closing of the transaction, Mr. Jim Dawson, the President of Datex, became the President of Montec. Mr. Myer Bentob will remain as the Chief Executive Officer of Montec until the 2009 Annual and General Meeting of shareholders.
Concurrent with the closing of the transaction, Mr. Myer Bentob subscribed for a total of 5,000,000 common shares of Montec at a price per share of $0.08, for gross proceeds to Montec of $400,000. The proceeds from the private placement will be used by Montec for working capital and to pay down its existing line of credit.
Montec also issued a total of 2,125,000 common shares to Mr. Myer Bentob at a deemed issue price per share of $0.08, thereby converting an aggregate of $170,000 in prior cash advances.
Under applicable securities legislation and the policies of the TSX Venture Exchange, all of the foregoing securities are subject to a hold period expiring on May 23, 2009.
As a result of the acquisition, private placement and debt settlement, there are 30,961,000 common shares of Montec issued and outstanding.
"We are very pleased to have completed the acquisition of Datex", said Myer Bentob, Chairman and Chief Executive Officer of Montec. "We believe that this milestone will enhance the market visibility, growth potential and profitability of Montec and, thereby, increasing shareholder value," added Mr. Bentob.
"We are delighted to have completed this transaction with Montec." said Jim Dawson, President of Datex. "The fact that Montec increased its ownership stake in Datex is a compliment to the entire Datex team."
Now that the acquisition has been completed, it is expected that Montec will make some adjustments to its current board of directors so as to increase the number independent directors.
The TSX Venture Exchange has conditionally accepted the transactions described herein, subject to Montec filing normal course documentation with the TSX Venture Exchange.
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.
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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
