CPL Technologies Inc. Announces That it Has Reached an Agreement for the Purchase of Netmarketingsolution.com Inc.
May 30 2008 - 12:10PM
Marketwired Canada
CPL Technologies Inc. ("CPL") (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 $)
----------------------------------------------------------------------
April 30th April 30th Jan 31st Jan 31st
----------------------------------------------------------------------
2007 2006 2008 2007
----------------------------------------------------------------------
(Audited) (Audited) (unaudited) (unaudited)
----------------------------------------------------------------------
12 months 12 months 9 months 9 months
----------------------------------------------------------------------
----------------------------------------------------------------------
Sales 1 183 934 823 814
EBITDA 355 441 42 336
Net earnings 257 331 (30) 244
Assets 1 297 944 1 528 1 263
Intangible Assets 212 257 399 223
Equity 797 550 766 750
----------------------------------------------------------------------
The 2007 net earnings has diminished 74 K$ 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.