ComWest Enterprise Announces Acquisition
20 August 2010 - 4:34AM
Marketwired
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.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Contacts: ComWest Enterprise Corp. - Investor Relations Douglas
F. Good President 604 484 6628 dgood@comwestenterprise.ca
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