LAVAL, QC, Jan. 22, 2013 /CNW Telbec/ - Today Ergoresearch Ltd (TSXV: ERG), Quebec's leading manufacturer of "intelligent" foot and
specialty orthotics known primarily for its Clinique du pied Équilibre
and Orthoconcept banners, is announcing the acquisition of all issued
and outstanding shares of Laboratoire M.P. Langelier, LL Customs Inc.,
2947-9052 Québec Inc. and Laboratoire M.P. Langelier/Lanoue Inc.,
hereafter referred to as "Langelier Orthèses Chaussures", a firm with headquarters in Beloeil (Québec).
Founded in 1967 by Mrs Marie-Paule Langelier and run by her son Michel
since 2008, Langelier Orthèses Chaussures ranks among the leaders in
its field in Quebec. The firm offers specialized services for custom
foot orthotics, as well as custom and "comfort" shoes through its
network comprised of six laboratories, one franchised laboratory and 40
service centres across the province.
For Michel Langelier, President of Langelier Orthèses Chaussures, the
transaction ensures a healthy future for the family business. "It's an
important page that's being turned in Langelier's history. We are
pleased it will continue to evolve in a growth environment, offering
our network a promising future and allowing our personnel to diversify
its areas of expertise with new practices and technologies."
The president and CEO of Ergoresearch, Mr Sylvain Boucher, said he was
pleased with the outcome of this transaction. "Langelier ranks second
in the Quebec foot orthotics industry. This strategic acquisition will
permit us to consolidate the Ergoresearch offer, gain a presence on a
number of geographic markets until now unexplored, broaden our
distribution network and reinforce our position as Quebec's leader. It
will also constitute a showcase for our proprietary technologies and
products, namely for our new OdrA orthotic device, a revolutionary knee osteoarthritis treatment".
Ergoresearch is self-financing this transaction. Since it intends to
eventually refinance the acquisition through a bank loan, management is
currently evaluating different financing models.
Shares of Langelier Orthèses Chaussures were acquired at a distance, in
an arm's length transaction through its subsidiary, Ergorecherche Inc.,
100% of which is owned by Ergoresearch Ltd. The purchase price amounted
to $4.6M and is paid out as follows:
-
$3,188,762 in cash, on closing;
-
$811,238 by the assumption of the existing long-term debt of Langelier
Orthèses Chaussures;
-
$600,000 in the form of a promissory note to the sellers, to be paid out
over three years at an annual interest rate of 3.75%.
The purchase price is subject to adjustment according to the total
working capital available on January 1 2013, the date on which the
transaction took effect. It is said to amount to $730,000 as will be
reported in the consolidated audited financial statement of Langelier
Ortheses Chaussures.
No finder's fee was incurred to conclude the transaction.
According to Langelier Orthèses Chaussures' unaudited financial
statements for the year ended December 31 2011, the firm recorded
$6,241,852 in revenues. Revenues for the eleven-month interim period
ended November 30 2012 total $5,928,736, a 3.6% increase compared to
the previous year.
Consolidated net profit for the eleven-month period ended November 30
2012 was $14,802 compared to $223,291 for the twelve-month period ended
December 31 2011. Ergoresearch Ltd will not, in the future, be required
to assume certain non-recurring expenses paid out during the fiscal
year ended 2012. These non-recurring expenses amount to $310,000.
Total consolidated assets for the eleven-month period ended November 30
2012 were $3,299,285 compared to $2,982,088 for the twelve-month period
ended December 31 2011.
Total consolidated liability for the eleven-month period ended November
30 2012 rose to $1,593,970 compared to $1,291,573 for the twelve-month
period ended December 31 2011.
Shareholders' equity for the eleven-month period ended November 30 2012
was $1,705,315 compared to $1,690,515 for the twelve-month period ended
December 31 2011.
This transaction is conditional to approval by the TSX Venture Exchange.
About Ergoresearch
Ergoresearch has developed Quebec's leading network of orthotics clinics, with over
60 corporate and satellite centres under the Clinique du pied Équilibre and Orthoconcept banners. The leading manufacturer of "intelligent" foot orthotics and
specialty orthotics, it is a trend-setter in creating durable medical
equipment and software for the orthopedics market. Ergoresearch has
developed and commercialized Expert-Fit™, the first robotized custom-fit orthotics manufacturing software
program, launched the first Living Lab in Canada and more recently, a new generation of world-patented
orthotic device called the OdrA, that revolutionizes the treatment of pain associated with knee
osteoarthritis. Ergoresearch Ltd is listed on the Toronto Stock
Exchange (TSXV) under the symbol ERG.
About Langelier Orthèses Chaussures
Langelier Orthèses Chaussures is a family business whose mission is to improve the physical condition
of its patients through its expertise and technology. Ranked among
Québec's leading foot orthotics providers, it offers a full range of
products and services while focusing on its specialty, foot wellness.
The know-how and skills of Langelier Orthèses Chaussures' 80 or so
employees − 20 of whom are certified orthotists devoted to the health
of their patients - are available through its network comprised of six
laboratories, one franchised laboratory and 40 service centres across
the province.
Forward-looking statements
Certain statements in this Press Release contain forward-looking
statements and information that may entail certain risks related to
uncertainties. Such statements are based on management's expectations
and no assurance can be given that potential future results or
circumstances described in the forward looking statements will be
achieved or will occur. Such risks factors include, but are not limited
to, those related to the Corporation's ability to finance its
activities, competition, ability to negotiate and maintain
partnerships, the market acceptance of the said product, fluctuations
in operating results, the impact of general economics, industry and
market conditions, the ability to recruit and retain qualified
employees, the success of research and development programs,
fluctuations in cash flow, expectations regarding market demand for
particular products, the strength of intellectual property, market
dependence on new product development, the trust invested in
sub-contractors or their core personnel, as well as other documents
containing risks and uncertainties which are put forth every now and
then by the firm to various Canadian securities and exchange
commissions and made available at www.sedar.com.
The reader should not give great importance to forward-looking
statements as (i) the results may differ from conclusions, predictions
or projections contained in such forward-looking statements; and (ii)
certain important factors or hypothesis taken into account in reaching
conclusions or the preparation of a projection or prediction may prove
to be incorrect in fact.
Management disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or circumstances.
All figures are in Canadian dollars, unless otherwise specified.
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.
SOURCE: Ergoresearch Ltd
