CPL Technologies Inc. Announces That it Has Reached an Agreement for the Purchase of Netmarketingsolution.com Inc.
May 30 2008 - 12:10PM
Marketwired
MONTREAL, QUEBEC (TSX VENTURE: CCY), a leading supplier of
customer support application systems, announces that it has signed
on September 17th 2007, a non-arms length agreement for the
purchase of all the issued and outstanding shares of
Netmarketingsolution.com Inc. ("Netmarketing").
The purchase price for the shares of Netmarketing is $2 350 081
by the issuance of 12 051 699 common shares in CPL at 0,195$ per
share.
Netmarketing incorporated under Part 1a of the companies Act
(Quebec) is a Montreal based company founded in 1987 and whose
mission is to provide technology based marketing solutions and
services to small and medium business. With the growing importance
of Internet, Netmarketing has changed its business model to make
greater use of information technology to provide better performing
marketing services to its clients.
Netmarketing Financial Data: (in thousand $)
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April 30th April 30th Jan 31st Jan 31st
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2007 2006 2008 2007
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(Audited) (Audited) (unaudited) (unaudited)
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12 months 12 months 9 months 9 months
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Sales 1 183 934 823 814
EBITDA 355 441 42 336
Net earnings 257 331 (30) 244
Assets 1 297 944 1 528 1 263
Intangible Assets 212 257 399 223
Equity 797 550 766 750
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The 2007 net earnings has diminished 74 K$ even though sales
increase of 249 K$. This situation is explained by an extraordinary
profit coming from the acquisition of 3 Web Media in 2006.
The shares of Netmarketing are held by Mr. Roger Plourde,
(9190-6115 Quebec Inc, a corporation owned 100% by Mr. Plourde) and
the Cooperative des travailleurs actionnaires de Netmarketing
('CTA'). The CTA is owned by each employee. The coop of
Netmarketing controls 6% of issued and outstanding shares of
Netmarketing. Mister Plourde and related
company control 94% of Netmarketing's shares. Mr. Plourde is the
chief executive officer of CPL since September 2007. Discussions
about the merger of the two companies started after Mr. Plourde
joined the management of CPL. At that time Mister Plourde and/ or
related company owned around 8% of the shares of CPL Technologies
Inc.
"We are very proud to have reached this agreement about which
the negotiations started last September" said Mr. Roger Plourde.
"We want CPL to become an important Canadian corporation in the
Web-based marketing sector and this transaction with Netmarketing
is well aligned with this strategy. From now on we will offer to
our clients improved services & solutions arising from the
complimentary products developed by CPL and Netmarketing. Moreover,
through this acquisition and through other acquisitions which we
wish to make in the future, CPL will position itself as a full
service provider in the field of marketing through information
technology, first on the Canadian market but also on the U.S.
market on a longer term."
Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. The transaction cannot close until the
required Shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all.
Conseillers corporatifs Focus, will received 384 615 common
shares at 0.195$ per share totalizing 75 000$ as payment of
consulting fees.
It is expected that the trading of the common shares will resume
shortly.
As of April 1st 2008 Mister Patrick Dery, CMA has been named
Chief financial officer of CPL Technologies Inc. This nomination is
due to a restructuring in the financial department.
Mister Dery has accomplished several mandates as Financial
director for different client and has been involved as an external
consultant with Netmarketing for more than two years now.
Previously, Mister Dery has worked in different company as Finance
or administrative director and controller.
This nomination is completing the administrative changes and
restructuring the company needed to achieves its goal.
The transaction with XIV is still in negotiation as of press
release dated September 19th 2007 and November 29th 2007. After due
diligence, some matters needed to be addressed, so for the time
being, the company has no clear position to express on the ongoing
negotiations.
The transaction between CPL and Globeecom is still under
negotiation and no agreement has been concluded between both
parties.
XIV and Globeecom transactions are expected to be settling later
this year. CPL is now concentrating all its efforts in closing the
deal with Netmarketing.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of the Company should be
considered highly speculative
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Mister Richard Peladeau has been named administrator of the
company. Mister Peladeau has been nominated by the Cooperative des
travailleurs actionnaires de CPL de CPL (CTA). The agreement
between the company and the CTA allow CTA to named one
administrator on the board. Mister Peladeau has been president of
his own IT company before joining Netmarketing - CPL Technologies
as Account director.
Sebastien Plourde has been named Vice-president of CPL. Mister
Sebastien Plourde was in the charge of product development and
Vice-president of Netmarketing for over ten years.
About CPL Technologies Inc.
CPL Technologies Inc. is a recognized leader in request
management solutions and has produce the leading Helpdesk and
Customer Service Solution C2 Enterprise. Since 1994, it has
dedicated its efforts to delivering unique solutions to the issues
facing the Customer Service industry. The Company delivers
applications that are flexible, scalable and easy to use. Over the
years, CPL has acquired a wide range of customers in a diverse
array of industries. Its client portfolio includes renowned
companies such as Ubisoft, CGI and Orange Mobile, among others. For
more information, please visit our website at www.cpl-inc.com.
Caution concerning forward-looking statements
Except for historical information provided herein, this press
release may contain information and statements of a forward-looking
nature concerning the future performance of CPL Technologies inc.
These statements are based on suppositions and uncertainties as
well as on management's best possible evaluation of future events.
The business of the Company and these forward-looking statements
are subject to a number of risks and uncertainties that could cause
actual results to differ from expected results. A description of
risk factors is discussed in the Company's Annual MD&A and
financial information filed with the securities regulatory
authorities in Canada. The Company's business, financial condition
or operating results could be materially adversely affected if any
of these risks and uncertainties were to materialize. Given these
risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual
results.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
Contacts: CPL Technologies Inc. Roger Plourde President and CEO
1-866-978-1200, ext. 1218 450-978-6665 (FAX) rplourde@cpl-inc.com
www.cpl-inc.com