ComWest Enterprise Corp. (TSX VENTURE:CWP)(TSX VENTURE:CWP.A) (the "Company") is
pleased to announce that it has entered into a definitive agreement to acquire
the 90% interest in Winnipeg-based Peerless Garments LP ("Peerless") held by a
wholly-owned subsidiary of Newport Partners Income Fund (TSX:NPF.UN). Peerless
is Canada's leading manufacturer of protective harsh weather outerwear for
military personnel. 


Subject to closing adjustments, the transaction is valued at approximately
$22.275 million and will be financed partly by a private placement of
approximately $6 million of equity, as set out below, and the balance by way of
term and operating loan facilities provided by a Canadian chartered bank on a
fully secured basis. The Board of Directors of ComWest has unanimously approved
the transaction which is anticipated to close on or about August 19, 2010. 


About Peerless: Founded in 1940, Peerless is the leading supplier of severe
weather garments to the Canadian Forces. The company enjoys strong technical
expertise in design and product development and minimizes fixed overhead by
subcontracting much of its production to smaller manufacturers. Peerless is a
limited partnership formed under the laws of Ontario. 


"We are acquiring a very high quality niche market business with a long history
of profitability in a fragmented industry," commented Douglas Good, President of
ComWest. Annual Revenues averaged $35 million for 2008 and 2009. 


Peerless has an able management team headed by minority interest partner in
Peerless and CEO, Albert El Tassi, who joined Peerless in 1969 and was appointed
Director and Vice President of Operations in 1986. He was appointed CEO in June
2006. In addition to his work at Peerless Mr. El Tassi has been very involved
with the community in Winnipeg. In 2002, Mr. El Tassi was a recipient of the
Queen's Golden Jubilee Medal. In 2003, he became a Member of the Order of Canada
for his charitable work in Winnipeg. 


ComWest is proceeding with a non-brokered private placement of 1,000,000 units
at a price of $6.00 per unit for gross proceeds of $6,000,000. The proceeds are
being used to finance, in part, the acquisition described above and for general
working capital purposes. Each unit will consist of one Class B voting common
share in the capital of the Company at an issue price of $0.40 and one special
warrant (a "Warrant") with an issue price of $5.60. Each Warrant entitles the
holder to purchase one convertible preferred share on approval of a class of
preferred shares issuable in series by shareholders at the annual and special
meeting of shareholders to be held on August 30, 2010. The convertible preferred
shares will carry an 8% annual dividend, payable quarterly. Each convertible
preferred share will be convertible at any time during the five year term at the
option of the holder into seven Class A non-voting equity shares. The
convertible preferred shares will be redeemable and retractable at the deemed
issue price of $5.60 per preferred share after five years. If the shareholders
do not approve of a class of preferred shares issuable in series, the Warrants
will be convertible into ten Class A non-voting equity shares.


As the transaction represents a Change in Business under the policies of the TSX
Venture Exchange, the continued listing of the Company's shares is subject to
Exchange acceptance of the transaction and disinterested Shareholder approval.
The shares of ComWest are expected to remain halted until such time as the
Company complies with the requirements of the Exchange.


Investors are cautioned that, except as disclosed in the Management Information
Circular and/or Filing Statement to be prepared in connection with the
transaction, any information released or received with respect to the Change of
Business may not be accurate or complete and should not be relied upon. Trading
in the securities of the Company should be considered highly speculative.


ON BEHALF OF THE BOARD 

Douglas F. Good, President 

Forward Looking Statements

This news release contains forward-looking statements regarding the future
success of the business of the Company that is subject to risk and
uncertainties. Examples of such forward-looking statements including, but are
not limited to, statements concerning the Corporation's acquisition of an
operating business and the Corporation's intention to raise additional capital
and financing. These forward-looking statements involve known and unknown risk
and uncertainties that may cause the Company's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied in these forward-looking statements. These
risks include risks related to dependence on key personnel, competition, risks
related to newly acquired businesses, uncertainty and dilution of additional
financing and ability to service debt, as well as the risk factors described in
the Corporation's Management Discussion and Analysis filed on SEDAR at
www.sedar.com, and the risks to be described in any Management Information
Circular and/or Filing Statement to be prepared in connection with the
transaction. The forward-looking statements contained herein are made as of the
date of this Circular and are expressly qualified in their entirety by this
cautionary statement. Except as required by law, the Company undertakes no
obligation to publicly update or revise any such forward-looking statements to
reflect any change in its expectations or in events, conditions or circumstances
on which any such forward-looking statements may be based, or that may affect
the likelihood that actual results will differ from those set forth in the
forward-looking statements.


(TSXV:CWP.A)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more  Charts.
(TSXV:CWP.A)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more  Charts.