(TheNewswire)
Montreal, Québec / TheNewswire / December 29, 2016 ‑ Mr. Yves Bassat
(“Bassat”), Zwick Roell AG (“Zwick”) and RAL Diagnostics
SAS (“RAL”) (collectively, the “Principal Shareholders”)
announce that they have acquired securities of Clemex Technologies Inc. (the “Issuer”)
pursuant to an amalgamation, effective December 23, 2016 (the “Amalgamation”), between “Clemex
Technologies Inc.” (“Old Clemex”), the predecessor corporation to the Issuer, and 9804064
Canada Inc. (the “Purchaser”). The Purchaser was incorporated under the
Canada Business Corporation Act primarily for the purposes of effecting the “going-private
transaction” with Old Clemex. As a result of the Amalgamation, the Issuer became a “reporting issuer” and the Principal
Shareholders, in their capacity as the shareholders of the Purchaser, became shareholders, directly or indirectly, of the
Issuer.
As previously-announced by Old Clemex, pursuant to the Amalgamation, all of the Class A common shares of Old
Clemex, except for the 11,946,813 Class A common shares owned by the Purchaser as at the effective time of the Amalgamation,
were exchanged for an equivalent number of redeemable Class A Preference Shares of the Issuer, which are being redeemed for
$0.20 in cash for each share, representing an aggregate redemption price of approximately $3,856,419. The
11,946,813 Class A common shares of Old Clemex owned by the Purchaser have been cancelled pursuant to the
Amalgamation.
As a result of the Amalgamation, the Principal Shareholders acquired the following securities of the
Issuer:
(A) Bassat acquired, directly and indirectly (through a corporation controlled by
Bassat), 600,000 Class A Multiple Voting Shares and 1,725,000 Class B Common Shares of the Issuer in exchange for the 600,000 Class
A Multiple Voting shares and 1,725,000 Class B Common shares in the capital of the Purchaser that Bassat held, directly and
indirectly, immediately prior to the Amalgamation. As a result, Bassat’s (i) 600,000 Class A Multiple Voting Shares represent
100% of the class of securities of the Issuer, and (ii) 1,725,000 Class B Common Shares represent 18.8% of the class of securities
of the Issuer;
(B) RAL acquired, through its wholly-owned subsidiary (9352-2886 Québec inc.),
4,445,811 Class C Preference Shares and 2,025,000 Class B Common Shares of the Issuer in exchange for the 4,445,811 Class B Special
shares and 2,025,000 Class B Common shares in the capital of the Purchaser that RAL held immediately prior to the Amalgamation.
As a result, RAL’s (i) 4,445,811 Class C Preference Shares represent 37.2% of the class of securities of the Issuer, and
(ii) 2,025,000 Class B Common Shares represent 22.2% of the class of securities of the Issuer, and
(C) Zwick acquired, through its wholly-owned subsidiary (9352-2845 Québec inc.),
7,501,002 Class C Preference Shares and 5,400,000 Class B Common Shares of the Issuer in exchange for the 7,501,002 Class B Special
shares and 5,400,000 Class B Common shares in the capital of the Purchaser that Zwick held immediately prior to the Amalgamation.
As a result, Zwick’s (i) 7,501,002 Class C Preference Shares represent 62.8% of the class of securities of
the Issuer, and (ii) 5,400,000 Class B Common Shares represent 59% of the class of securities of the Issuer.
This press release is issued pursuant to Regulation 62-103 respecting the Early
Warning System and Related Take-Over Bid and Insider Reporting
Issues, which also requires a report to be filed with regulatory
authorities in each of the jurisdictions
containing additional information with respect to the foregoing matters
(the “Early Warning Report”). A copy of the Early Warning Report
filed by each of the Principal Shareholders will appear with the Issuer’s
documents on the SEDAR website at www.sedar.com. A copy of the Early Warning Report filed by each
of the Principal Shareholders may also be obtained by contacting Mr. Kosta Kostic, Partner, McMillan LLP, at 1000 Sherbrooke
Street West, Suite 2700, Montreal, Québec, H3A 3G4, or by telephone at (514) 987-5025.
The address of the head office of the Issuer is:
Clemex Technologies Inc.
800 Guimond Blvd.
Longueuil, Québec J4G 1T5
Attention: Mr. Yves Bassat, CEO
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