VANCOUVER, BRITISH COLUMBIA — (Marketwire) — 11/30/12 — Cantronic Systems Inc. (TSX VENTURE: CTS) (“Cantronic” or the “Company”) today announced a proposal (the “Proposal”) by James Zahn, a director and the Chief Executive Officer of the Company, for the Company to go private. Mr. Zahn states the following as reasons for the Proposal: “Given the tough market conditions for public companies with operations in China, deteriorating sales results and the high cost of maintaining a stock exchange listing, I sincerely believe that it is in the best interests of the Company that it be taken private.”
Under the Proposal, the going-private transaction (the “Transaction”) will be accomplished through the consolidation of the Company-s issued and outstanding common shares (the “Common Shares”) on the basis of one new common share (“New Common Share”) for every 1,600,000 Common Shares now issued and outstanding (the “Consolidation”). After effecting the Consolidation, those shareholders who would receive less than one whole New Common Share will have their fractional New Common Share purchased by the Company at a price of $0.04 in cash per Common Share held by them immediately prior to the Consolidation, with the result that following the Consolidation, the Company will have a small number of holders of at least one whole New Common Share, including Mr. Zahn, and fewer than 51 securityholders in Canada in total (including holders of convertible debentures currently issued and outstanding). Following completion of the Transaction, Cantronic will apply to have the New Common Shares delisted from the TSX Venture Exchange (the “TSXV”) and it will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is currently a reporting issuer.
The $0.04 price per pre-Consolidation Common Share represents a 99.1% premium to the weighted average trading price of the Common Shares in the 10 trading days prior to November 21, 2012 ($0.02), a 50.7% premium to the weighted average trading price of the Common Shares in the 30 trading days prior to November 21, 2012 ($0.027), as well as a 30.3% premium to the weighted average trading price of the Common Shares in the 90 trading days prior to November 21, 2012 ($0.031).
The Proposal was considered by an independent special committee of the board of directors composed of John J.Y. Shen and Keith Attoe (the “Special Committee”). The Special Committee engaged Evans & Evans, Inc. (“Evans”), an independent financial advisor, to prepare a fairness opinion with respect to the Transaction (the “Fairness Opinion”). Subject to the qualifications, restrictions and assumptions set forth in the Fairness Opinion, in the opinion of Evans, as at November 22, 2012, the terms of the Transaction are fair, from a financial point of view, to the minority shareholders of the Company (the “Minority Shareholders”).
After consideration of all of the circumstances, the Special Committee concluded that the Proposal in the best interests of the Company and fair to the Minority Shareholders. Accordingly, the Special Committee recommended that the Board resolve to agree to the terms expressed in the Proposal and to approve the negotiation and execution of a formal agreement with Mr. Zahn to implement the Transaction, subject to the receipt of all required shareholder and regulatory approvals.
The Transaction is subject to shareholder approval by way of a special resolution of the shareholders of the Company and by a majority of the votes cast on the resolution by Minority Shareholders, and acceptance for filing by the TSX Venture Exchange. The Company has called a meeting of the Company-s shareholders to be held in Vancouver, British Columbia at 3:00pm Pacific time on December 28, 2012, at which the Transaction will be voted upon by shareholders (the “Meeting”). Full details of the Transaction and the Meeting will be included in a management information circular which the Company is to send to shareholders shortly.
On behalf of the Board of Directors of CANTRONIC SYSTEMS INC.
James Zahn, Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new release.
Contacts:
Cantronic Systems Inc.
James Zahn
Chief Executive Officer
(604) 516-6667, extension 228
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