Tandy Leather Factory Inc TLF

News!!! TLF sells Shares for $5.5 million

[TheRock17]

Telford to sell North West Geomatics for $5.5-million 2007-03-19 10:09 ET - News Release Mr. Al Kroontje reports TELFORD TO SELL GEOMATICS BUSINESS Telford Services Group Inc. has entered into a formal share purchase agreement with North West Geomatics Ltd. and the other shareholders of North West. Pursuant to the share purchase agreement, Telford has agreed to sell, and North West has agreed to buy, all of the controlling-interest common shares of North West owned by Telford, as well as the Telford shareholder advance to North West. Consideration to be received by Telford, in the amount of $4.8-million, has been allocated as follows: $2,843,119 for the shares of North West; $956,881 for the shareholder advance; and $1-million for a non-competition covenant Additional transaction components include: $1.2-million in management fees owing by North West to Alta Flights (Charters) Inc. (a 100-per-cent-owned subsidiary of Telford) pursuant to previous management services agreements will be paid prior to, or at, closing; and Telford will acquire a beneficial ownership interest in certain premises located at the Calgary airport that are owned by North West but occupied and used by Telford and/or its affiliates for a purchase price of $500,000. Therefore, net cash proceeds of $5.5-million will be received by Telford and will be used for general corporate purposes. The completion of the acquisition is subject to the approval of TSX Venture Exchange and all other necessary regulatory approval. The completion of the acquisition is also subject to additional conditions precedent, including: North West receiving a commitment to finance in form acceptable to North West; the entering into of a non-competition agreement with Alta Flights; entering into a beneficial ownership transfer agreement; and certain other usual conditions. Closing is expected to take place in the next few weeks. Top Print this Page

[TheRock17]

Management own a huge whack of TLF shares, and it looks as though they are finally starting to unlock the tremendous value of it asset base. Telford has agreed to sell all of its common shares of North West owned by Telford, as well as the Telford shareholder advance to North West and management fees owing for $5.5 million. Previously, these NWG shares were given little value in TLF's

[TheRock17]

Errata "Annual revenues are about $20 million".... that should read " about $45 million ".

[value22]

Hopefully others figure out the story as well, just a very, very heavy illiquidity discount on the shares. I guess $5.5m in cash speaks loudly and clear for a company that's worth the same amount on the markets.

[mjh9413]

They had the option to buy the 47% they did not own and now they sell the 53% to the other shareholders, plus they get their receivables down by 10%. I can't see where this asset was recorded on the balance sheet but I presume they accounted for North West's P&L by the equity method as it was a significant affiliate..anyway I wonder what the financial performance of North West was/is

[TheRock17]

In their asset base, they have recorded $1.1 million under " other" assets. I assume that this is these equities/assets that were sold. If so, the net asset value ( total assets less total liabilities ) has increased to about $16.5 million or about $0.85/share. A takeover would not occur below this level, and likly significantly higher, given the annual revenues of about $45