More Carmanah news
CMH CN: Carmanah Technologies to Acquire Avva Technologies
2003-06-24 09:54 (New York)
CARMANAH TECHNOLOGIES CORP ("CMH-V;CMHXF-0")
AVVA TECHNOLOGIES INC ("AVY-V;AVVAF-0")
- Carmanah Technologies to Acquire Avva Technologies
Carmanah Technologies Corporation and AVVA Technologies Inc. are
pleased to announce that they have signed a binding letter of intent
pursuant to which Carmanah, or a wholly owned subsidiary thereof, will make
an offer to acquire all of the issued and outstanding shares of AVVA (the
"Proposed Acquisition"). It is currently anticipated that the Proposed
Acquisition will be completed by way of an amalgamation, subject to receipt
of tax and corporate planning advice for both parties.
Carmanah and AVVA have agreed, on a preliminary basis, that Carmanah
will issue to AVVA shareholders 1 common share for every 8 AVVA shares
outstanding, subject to an independent valuation or fairness opinion, if
one is obtained, and due diligence results. The deemed price per Carmanah
share will be $0.95 being the closing CMH share price on June 23, 2003. The
deemed price per AVVA share will be $0.11875. A 1 for 8 ratio would also
be applied to AVVA's issued options and warrants.
The Proposed Acquisition was negotiated at arm's length between the
parties. It is anticipated that Tom Charlton and Mark Komonoski will
continue their relationship with AVVA following completion of the Proposed
Acquisition. Carmanah also intends to grant 200,000 incentive stock
options to proposed directors and officers of AVVA in conjunction with the
closing of the Proposed Acquisition. A $0.95 price per share is hereby
reserved for such grant of stock options listed above.
Completion of the Proposed Acquisition is subject to various conditions
precedent, including but not limited to completion of a mutual due
diligence process and the approval of the TSX Venture Exchange Inc. In
addition, if the Proposed Acquisition proceeds by way of an amalgamation
between AVVA and a wholly owned subsidiary of Carmanah, the shareholders of
AVVA will be asked to approve the Proposed Acquisition at a special meeting
of shareholders.
"As part of our business strategy, Carmanah has been clear that we wish
to add either expanded technical expertise or enhanced route to market
through appropriate acquisitions or alliances. AVVA meets both of these
criteria plus offers the added benefit of increased manufacturing in the
area of LED edge lit lighting products. The edge lighting expertise of
AVVA plus their early in-roads into the North American highways markets are
complimentary to the objectives and opportunities in front of us at
Carmanah. We see obvious benefits for all stakeholders and plan to focus
on the many revenue based synergies that exist between the two companies "
says Art Aylesworth, CEO of Carmanah Technologies.
"It has been a directive of AVVA's Board to pursue growth opportunities
that would diversify and compliment its product lines and technology,"
stated Tom Charlton, Chairman of AVVA Technologies Inc. "Carmanah has
tremendous resources in research and development. Its valuable knowledge
in solar power and LED technologies will greatly enhance AVVA's edge-lit
product line. Together, both companies can offer their shareholders a more
diversified and exciting future."
"I believe combining the two companies will benefit both groups of
shareholders and is immediately accretive, the sum is greater then the
parts. We are excited and look forward to contributing to the combined
team" added Mark Komonoski, CEO of AVVA.
About AVVA Technologies Inc.
AVVA designs, manufactures and distributes the world's finest,
energy-efficient, illuminated sign products for corporate identity,
point-of-purchase sales, architectural and gaming applications. The shares
of AVVA are publicly traded on the TSX Venture Exchange under the symbol
"AVY".
About Carmanah Technologies Inc.
Carmanah is an award winning alternative energy manufacturer
specializing in patented, proprietary solar-powered LED lighting solutions
for the marine, transit, roadway and railway markets. The company has more
than 50,000 units installed in 110 countries. The shares of Carmanah
Technologies Corporation (parent company) are publicly traded on the TSX
Venture Exchange under the symbol "CMH" and on the Berlin and Frankfurt
Stock Exchanges under the symbol "QCX". For further information, please
visit www.carmanah.com.
On Behalf of the Board of Directors
Carmanah Technologies Corporation
Praveen Varshney, Director
On Behalf of the Board of Directors
AVVA Technologies Inc.
Tom Charlton, Director |
