Inventronics Announces Change of Control and Reconstitution of Board of Directors
February 18 2009 - 4:49PM
Marketwired Canada
Inventronics Limited ("Inventronics" or the "Corporation") (TSX VENTURE:IVX)
announces that 1437891 Alberta Ltd. (the "Purchaser") has purchased a
controlling interest in the Corporation. In addition, the Corporation is also
announcing that concurrently with the acquisition of control the Board of
Directors of the Corporation has being reconstituted.
Change of Control
The Purchaser purchased from the previous controlling shareholders of
Inventronics (collectively, the "Vendors") 3,020,000 common shares
("Inventronics Shares") of Inventronics. The Inventronics Shares were purchased
pursuant to a share purchase agreement between the Purchaser and the Vendors at
a purchase price of $0.02 per share for total consideration of $60,400. The
Inventronics Shares acquired by the Purchaser represent approximately 69% of the
total issued and outstanding Inventronics Shares.
The Purchaser is a corporation incorporated pursuant to the provisions of the
Business Corporations Act (Alberta). The directors, officers and shareholders of
the Purchaser are all members of management of Inventronics (the "Management
Group"). The following table sets out the names, municipalities of residence,
positions and offices with Inventronics, the number of common shares of the
Purchaser owned, controlled or directed and the number of Inventronics Shares
owned, controlled or directed (other than the shares held indirectly through the
Purchaser) of each member of the Management Group:
Shares of the Inventronics
Purchaser Shares
Beneficially Beneficially
Name and Owned, Owned,
Municipality Position and Office Controlled or Controlled or
of Residence with Inventronics Directed Directed(1)
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Dan J. Stearne President, Chief 100 Common Shares 55,000
Calgary, Alberta Executive Officer (25%) (1.2%)
and a Director
W. Garth Wilson Senior Manager, 100 Common Shares Nil
Brandon, Manitoba Business and Finance (25%) Nil%
Tracy L. Dobson Operations Manager 100 Common Shares Nil
Brandon, Manitoba (25%) Nil%
Daniel C.Y. O'Greysik Accounts Manager 100 Common Shares Nil
Brandon, Manitoba (25%) Nil%
(1) The number of Inventronics Shares and respective percentages does not
include Inventronics Shares beneficially owned through such individual's
ownership of common shares of the Purchaser.
As a group, the members of the Management Group together with the Purchaser
beneficially own or control, directly or indirectly, 3,075,000 Inventronics
Shares, or approximately 70% of the issued and outstanding Inventronics Shares.
The purpose of the proposed acquisition is for investment purposes and the
Purchaser, or members of the Management Group, may acquire, directly or
indirectly, additional securities of Inventronics from time to time depending on
market conditions.
The transaction is exempt from the prospectus and registration requirements of
applicable securities laws pursuant to Section 2.16 of National Instrument
45-106 - Prospectus and Registration Exemptions as the acquisition is considered
a take over bid as defined in applicable securities laws. The transaction was
exempt from the requirements for a formal take over bid under Section 4.2 of
Multilateral Instrument 62 104 - Take Over Bids and Issuer Bids ("MI 62 104") as
the conditions as set out in Section 4.2 of MI 62-104 were satisfied.
Reconstitution of Board of Directors
Concurrently with the completion of the transaction described above, Donald R.
Steele and Mitchell J. Taylor resigned as directors of the Corporation.
To fill the vacancies left by the resignations of Mr. Steele and Mr. Taylor, in
addition to the resignation of Paul Kalil on February 11, 2009, W. Garth Wilson,
Tracy L. Dobson and Daniel C.Y. O'Greysik have been appointed to serve as
directors of the Corporation. In addition, Mr. Wilson has been appointed as the
Chief Financial Officer of Inventronics. Mr. Wilson is a chartered accountant
and has been with Inventronics since February 2008. He was previously employed
by Agricore United. Ms. Dobson is responsible for operations at Inventronics'
Brandon manufacturing facility and has been with Inventronics since 2000. Mr.
O'Greysik has been employed by Inventronics for 14 years. He has held a number
of positions and is currently in charge of sales and marketing for the
Corporation.
FOR FURTHER INFORMATION OR A COPY OF THE EARLY WARNING REPORT FILED BY THE
PURCHASER PLEASE CONTACT THE PERSON BELOW.
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