Nov 17 2012
Enablence Technologies Inc., a leading supplier of optical components and subsystems for telecommunication access, metro and long-haul markets and enterprise and other applications, provides an update on the sale of its wholly-owned Swiss subsidiary, Enablence Switzerland AG ("ENA Switzerland") first announced in July 2012.
Enablence has signed a definitive share purchase agreement under which ENA Switzerland will be sold to Albiva Holdings AG ("Albiva") for a total purchase price of US$2 million and the repayment of an intercompany loan over the next 12 months (the "Transaction"). The Transaction is expected to close by November 23, 2012, subject to the satisfaction of certain conditions and receipt of certain regulatory approvals including the TSX Venture Exchange. Paradigm Capital Inc., Enablence's financial advisor, will receive a commission of 3.5% of the purchase price.
Albiva is a company whose directors include the management of ENA Switzerland, backed by European based private investors, and as a result the transaction may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). MI 61-101 requires the Company, in the absence of an exemption, to obtain a formal valuation for, and minority shareholder approval of, the Related Party Transaction. The independent directors, being all the directors, have determined an exemption is available from the formal valuation requirements and minority shareholder approval requirements due to financial hardship, and that the terms of the transaction are reasonable in the circumstances. This information is being filed less than 21 days prior to the excepted closing of the Related Party Transaction. The shorter period was necessary in order to permit the Company to close the Transaction consistent with usual market practice for transactions of this nature.