The board of directors of Artaflex Inc., a Toronto-based specialist in delivering integrated product solutions and support to the global technology and electronics industry, has approved a going-private transaction to be completed through a consolidation arrangement. Among Artaflex’s investors are affiliates of FIMI Opportunity Funds, an Israeli buyout and mezzanine firm.
Artaflex Announces Going Private Transaction
TORONTO, ONTARIO–(Marketwire – March 26, 2013) – 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.
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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.
Chief Executive Officer
Chief Financial Officer
Photo courtesy of Shutterstock.