Active Control Technology Inc. Announces Its Intention to Proceed With a Going Private Transaction & Plan to Hold Shareholder...
May 22 2014 - 3:28PM
Marketwired
Active Control Technology Inc. Announces Its Intention to Proceed
With a Going Private Transaction and Plan to Hold Shareholders
Meeting
TORONTO, ONTARIO--(Marketwired - May 22, 2014) - Active Control
Technology Inc. (the "Company") (TSX-VENTURE:ACT), today announced
that the it intends to effect a going private transaction (the
"Transaction").
A management group comprising Jonathan Emanuel, President and
Chief Executive Officer, Graham Warren, Chief Financial Officer and
Esther Schwartz, Chief Operating Officer (the "Management Group"),
have made an offer to buy the shares of the minority shareholders
for $0.03 per share. The Management Group collectively holds
4,191,358 common shares (23.98%) of Active. The Independent
Committee comprising Michael A. Wolfe, Stephen R. Barrett and Doug
Barre (the "Independent Committee") reviewed the offer and a
valuation of the Company from Klein Farber Corporate Finance Inc.
(the "Valuation"). In light of the Valuation and other factors
considered by the Independent Committee, the Independent Committee
is prepared to proceed with the Transaction.
In connection with the Transaction, the Company has called an
Annual General and Special Meeting of the shareholders for July 21,
2014 (the "Meeting") at which Meeting the shareholders of the
Company will be asked to vote on the proposed Transaction. The
Transaction will require among other things, the approval of the
"majority of the minority", as required under Multilateral
Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions. Jonathan Emanuel, Esther
Schwartz, Graham Warren and certain other interested parties
holding in the aggregate approximately 33.8% of the Company's
common shares are "interested parties" and will not be able to vote
in favour of the Transaction.
Details of the Transaction and the Valuation will be provided in
the information circular prepared for the Meeting.
There can be no assurance that the proposed Transaction will be
approved by shareholders, or if approved, completed.
About Active Control Technology
Active Control Technology is a provider in the design,
manufacture and marketing of wireless and fiber network solutions
for mine communications, mobile power solutions and the commercial
security and access control industries. For more information, visit
www.activecontrol.com.
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.
Cautionary Note Regarding Forward-Looking Statements: This press
release contains forward-looking statements that involve risks and
uncertainties, which may cause actual results to differ materially
from the statements made. When used in this document, the words
"may", "would", "could", "will", "intend", "plan", "anticipate",
"believe", "estimate", "expect" and similar expressions are
intended to identify forward-looking statements. Such statements
reflect our current views with respect to future events and, as
such, are subject to risks and uncertainties. Many factors could
cause our actual results to differ materially from the statements
made, including those factors discussed in filings made by us with
the Canadian securities regulatory authorities. Should one or more
of these risks and uncertainties, such as changes in demand for and
prices for the products of the Company or the materials required to
produce those products, labour relations problems, currency and
interest rate fluctuations, increased competition and general
economic and market factors, occur or should assumptions underlying
the forward looking statements prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, or expected. We do not intend and do not assume any
obligation to update these forward-looking statements, except as
required by law. The reader is cautioned not to put undue reliance
on such forward-looking statements.
Active Control TechnologyJonathan
Emanuel905-670-5500jemanuel@activecontrol.com