Attention Business Editors:
Adeptron Enters Letter of Intent for $6 million Equity Financing with R.H. Global Technologies Ltd. Corporation Stock Symbol: ATQ
Listing: Toronto Stock Exchange (TSX)
Outstanding Shares: 36.7 Million
Web Site: www.adeptron.com
TORONTO, Feb. 25 /CNW/ - Adeptron Technologies Corporation (ATQ: TSX)
("Adeptron" or the "Company"
reports that it has entered a letter of intent
with R.H. Global Technologies Ltd. ("RGT"
in respect of a proposed private
placement transaction (the "Proposed Transaction"
of $6 million worth of
common shares of Adeptron at a price of $0.10 per share, being a 27.8% premium
to the 30 day average closing price of Adeptron shares. Immediately following
completion of the Proposed Transaction, RGT would hold approximately 62% of
the issued and outstanding shares of Adeptron, and would be entitled to
nominate four of the increased board of nine directors of Adeptron. The
proceeds of the Proposed Transaction would be used to repay the Company's
outstanding $5 million subordinated debenture. The Proposed Transaction is
subject to completion of due diligence, execution of definitive transaction
agreements and receipt of all regulatory approvals, including shareholder
approval and is expected to close by May 9, 2008.
The subordinated debenture was put into place in September 2006 as a part
of the refinancing transactions of the Company credit facilities at that time.
The early retirement of the subordinated debenture and the ability to
eliminate approximately $900,000 in annual interest expense through the
issuance of common shares makes this an accretive transaction for all
shareholders.
F. Michael Marti, CEO of Adeptron, commented, "The Proposed Transaction
represents a momentous turning point in the Company's evolution and a positive
development for its shareholders. For the first time ever Adeptron would
benefit from a committed and EMS industry based shareholder. RGT provides the
combination of a growth oriented strategic EMS industry player and a strong
financial backer. RGT is committed to supporting Adeptron's vision of vertical
integration and growth through M&A activity along with strong organic business
development efforts."
Marti added, "The benefits of repaying the current subordinated debenture
and eliminating approximately $900,000 of related annual interest charges from
the income statement will not only improve operating results but will also
strengthen Adeptron's balance sheet and present Adeptron in a much better
light to prospective new customers. Other added benefits to Adeptron are the
operating synergies to be derived from collaborating with RGT's parent company
in areas such as procurement, supply chain development and expansion of
manufacturing capabilities in low cost geographies."
Mr. Eli Ikan, General Manager of RGT, stated, "This is an important step
for RGT in establishing our vision for a global EMS group. We believe this is
an excellent opportunity for RGT and Adeptron. Adeptron, backed by RGT, will
now have the opportunity to execute a strategy of growth for the benefit of
its shareholders and customers. We are confident that the management team at
Adeptron, which has led the company through difficult times, will continue to
lead Adeptron to future expansion in North America and will become an
important part of the RGT team."
About R.H. Global Technologies Ltd.:
RGT was formed and is jointly owned by R.H. Technologies Ltd. ("RH"
and
FIMI Opportunity Fund ("FIMI"
. The mission of RGT is to establish a global
EMS group through M&A activity.
About R.H. Technologies Ltd.:
RH is the leading EMS provider in Israel since 1984, serving leading
Israeli and multinational OEMs. Located in Nazareth Illit, RH employs over
1,000 employees with a turnover of NIS 527 million (approximately
$148 million) in the first 9 months of 2007. RH is listed on the Tel Aviv
Stock Exchange.
About FIMI Opportunity Fund:
FIMI is the largest private equity fund in Israel. FIMI brings together
premium US and Israeli investors and manages over $1.3 billion in assets. FIMI
provides global transaction experience from its investing activities in
Western and Eastern Europe, North and South America, China, India and other
locations.
About Adeptron:
Adeptron's business is Integrating Ideas with Solutions(TM) within the
technology and electronics industries, to enhance our customers' competitive
advantage. Adeptron delivers global product solutions and support for the
complete product life cycle, including design, prototyping, supply chain
management, manufacturing, assembly, testing, product assurance, distribution
and after-sales service solutions. Adeptron's facilities are ISO 9001:2000
registered.
Adeptron is a public company whose common shares are listed for trading
on The Toronto Stock Exchange under the symbol: "ATQ". The Company has
approximately 36.7 million common shares outstanding. Visit Adeptron at:
www.adeptron.com or www.investorfile.com.
THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO SUCH MATTERS AS EXPECTED FINANCIAL PERFORMANCE, BUSINESS
PROSPECTS, TECHNOLOGICAL DEVELOPMENTS, DEVELOPMENT ACTIVITIES AND LIKE
MATTERS. THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES, INCLUDING BUT NOT
LIMITED TO RISK FACTORS DESCRIBED IN DOCUMENTS FILED WITH REGULATORY
AUTHORITIES, SUCH AS THE COMPANY'S MOST RECENTLY FILED ANNUAL AND QUARTERLY
REPORTS AND ANNUAL INFORMATION FORM. ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE PROJECTED AS A RESULT OF THESE RISKS AND SHOULD NOT BE RELIED UPON
AS A PREDICTION OF FUTURE EVENTS. ADEPTRON TECHNOLOGIES CORPORATION UNDERTAKES
NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE ON WHICH SUCH STATEMENT IS MADE, OR TO REFLECT
THE OCCURRENCE OF UNANTICIPATED EVENTS.
%SEDAR: 00012076E
For further information: Adeptron Company Contact: F. Michael Marti,
President & Chief Executive Officer, Tel: (416) 705-6534,
fmmarti@adeptron.com; Adeptron Investor Relations: Gerry Wimmer,
INVESTORFILE.com, Tel: (416) 360-8895, Toll Free: 1-888-894-8222,
gwimmer@investorfile.com
