Artaflex Inc. (TSX VENTURE:ATF) ("Artaflex") announced today that its board of
directors has approved a going private transaction to be completed by
consolidating Artaflex's common shares on the basis of 1 post-consolidated
common share for each 2,500,000 pre-consolidated common shares (the
"Consolidation"). The Consolidation is subject to the required shareholder
approvals at Artaflex's upcoming annual and special meeting of shareholders
scheduled to occur on April 23, 2013 (the "Meeting"). The Consolidation is also
subject to the acceptance of the TSX Venture Exchange.


The Consolidation will result in all of the shareholders of Artaflex (except for
Artaflex Holdings Inc. ("AHI")) holding a fractional interest in the
post-consolidated common shares of Artaflex. As fractional shares will not be
issued, each shareholder of Artaflex will receive $0.05 in cash for each
pre-consolidated common share held immediately prior to the Consolidation in
lieu of certificates for fractional post-consolidated common shares (the
"Consolidation Price"). There are currently 15,868,310 common shares of Artaflex
issued and outstanding. After completion of the Consolidation, AHI will be the
sole shareholder of Artaflex holding approximately four common shares. AHI
currently holds 74.8% of the total common shares of Artaflex and is owned and
controlled by certain directors and officers of Artaflex.


The Consolidation is subject to approval of 2/3 of the common shares voted at
the Meeting as well as the approval of a majority of the votes cast by minority
shareholders at the Meeting pursuant to the requirements of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions. AHI has advised the Corporation that it intends to vote all of its
common shares in favour of the Consolidation. R.H. Technologies Ltd., FIMI
Israel Opportunity Fund II Limited Partnership and FIMI Opportunity Fund II LP,
holders of approximately 7.5%, 4.8% and 2.7% of the issued and outstanding
common shares, respectively, have entered into voting support agreements with
Artaflex which confirm their intention to vote all of their common shares in
favour of the Consolidation.


The board of directors of Artaflex established an independent special committee
to review the Consolidation and engaged MGI Securities Inc. to provide a
fairness opinion in relation to the Consolidation Price (the "Fairness
Opinion"). The special committee had recommended to Artaflex's board of
directors that the Consolidation be approved. The Fairness Opinion is attached
to Artaflex's management information circular for the Meeting which is available
under Artaflex's profile at www.sedar.com.


Subject to the successful approval of the Consolidation at the Meeting and the
acceptance of the TSX Venture Exchange, Artaflex intends to file articles of
amendment to effect the Consolidation. Once the Consolidation is completed,
Artaflex intends to apply to have its common shares delisted from the TSX
Venture Exchange and intends to apply to cease to be a reporting issuer with the
applicable securities regulatory authorities. 


Artaflex wishes to complete the going-private transaction in order to eliminate
the financial burden of continuing as a reporting issuer. Artaflex believes that
the anticipated time, costs and regulatory requirements that would be entailed
in meeting the legal obligations to public shareholders cannot be justified in
view of Artaflex's present circumstances, including very low trading volumes and
a limited number of public shareholders representing only approximately 25.2% of
the issued and outstanding common shares of Artaflex. 


About Artaflex: 

Artaflex is a specialist at delivering integrated product solutions and support
to the global technology and electronics industry. As a leading global provider
of complete Electronics Manufacturing Services (EMS), Artaflex offers world
class manufacturing facilities and global partners throughout Canada, the United
States, Israel and China, allowing Artaflex to provide its customers the
flexibility and scalability to competitively achieve total solutions to their
present and future electronics outsourcing needs. Visit Artaflex at:
www.artaflex.com.


THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO SUCH MATTERS AS EXPECTED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS,
PROPOSED TRANSACTIONS, 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. 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. ARTAFLEX 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 UNLESS
REQUIRED TO DO SO UNDER APPLICABLE LAW.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Artaflex Inc.
Paul Walker
Chief Executive Officer
905-479-0148
paul_walker@artaflex.com


Artaflex Inc.
Frank Skerlj
Chief Financial Officer
905-754-1036
frank_skerlj@artaflex.com
www.artaflex.com

Grafico Azioni Artaflex (TSXV:ATF)
Storico
Da Mag 2024 a Giu 2024 Clicca qui per i Grafici di Artaflex
Grafico Azioni Artaflex (TSXV:ATF)
Storico
Da Giu 2023 a Giu 2024 Clicca qui per i Grafici di Artaflex