Longueuil, Québec / TheNewswire / December 23, 2016 – Clemex Technologies Inc. (“Clemex”) (TSXV: CXG.A) is pleased to announce that it has completed its previously-announced going private transaction by amalgamating with 9804064 Canada Inc. (the “Purchaser”). The Purchaser is a corporation controlled by a group of shareholders of Clemex, including RAL Diagnostics SAS, Zwick Roell AG and Mr. Yves Bassat, the President, Chief Executive Officer and Chairman of the Board of Directors (the “Principal Shareholders”).  

 

Pursuant to the Amalgamation, which was effected today under the Canada Business Corporations Act, all of the Class A common shares of Clemex, except the 11,946,813 collectively owned by the Principal Shareholders, were exchanged for an equivalent number of Class A redeemable preferred shares of the new corporation resulting from the amalgamation of Clemex and the Purchaser (“Amalco”), which will be redeemed for $0.20 in cash for each share.  The total redemption price is approximately $3,856,419.

 

The amalgamation was approved by Clemex’s shareholders at an annual and special meeting held on December 23, 2016 with a positive vote of  [99.03%] of the shares voted.  Amalco will continue to operate as “Clemex Technologies Inc./Les Technologies Clemex” Inc.

Trading in the common shares of Clemex has been halted and an application has been made to de-list its Class A common shares from the TSX Venture Exchange. It is expected that Clemex will be de-listed from the exchange shortly and an application will be made to cease to be a reporting issuer under applicable provincial securities laws.

Former registered shareholders of Clemex should forward a properly completed and signed letter of transmittal, which has been previously mailed by Clemex to all shareholders of record as of November 7, 2016 (and which can also be found on www.SEDAR.com under Clemex’s profile), together with the certificate(s) representing their Class A common shares and all other required documents to Computershare Investor Services Inc. in order to receive the consideration to which they are entitled pursuant to the going private transaction. Shareholders holding their Clemex Class A common shares in brokerage accounts should consult their brokers as to how they may receive payment for their shares.

MNP LLP acted as financial advisor and Fasken Martineau DuMoulin LLP acted as legal counsel to the Special Committee of Clemex in connection with the sale of Clemex.

McMillan LLP acted as legal counsel to the Purchaser.

        

Second Quarter Results of 2017

  

Sales reached $1,467,806 compared to $1,396,879 for the same three month period last year. For this second quarter, the Company ended this with a net loss of $23,606, (net loss of $23,108 attributable to shareholders of Clemex Technologies), compared to a net profit of $26,586 (net profit of $21,338 attributable to shareholders of Clemex Technologies) posted last year. After six months, sales reached $3,201,964 compared to $2,801,054 last year. The Company has accumulated a net profit of $104,327 (profit of $106,807 for the shareholders of Clemex Technologies), as compared to a net profit of $27,564 (net profit of $24,666 for shareholders of Clemex Technologies) for the same six month period last year.

  

                                                Second quarter                 Six months  

Fiscal Years	2017	2016	2017	2016
	$	$	$	$
Sales	1, 467,806	1, 396,879	3 ,201,964	2, 801,054
Gross margin	987,048	885,111	2, 030,823	1, 699,838
Gross margin %	67,3%	63,4%	63,5%	60,7%
Operating expenses	953,654	821,026	1, 794,495	1, 592,774
Income Taxes	57,000	37,500	132,000	79,500
Net result	(23,606)	26,586	104,327	27,564
Net result attributable to Clemex Technologies Inc.	(23 108)	21 338	106,807	24,666
Global result per share	(0.001)	0.001	0.003	0.001

(basic and diluted)

   

Yves Bassat, President and CEO declared:  " The dynamic trend in sales of the previous quarter has somewhat slowed down. The sharp increase in operating costs that affects the net result is due to the constant increase of investments in R&D, coupled with a relative surge in non-recurring legal fees due to the administrative procedures in our ongoing privatization process. "

                    

About Clemex Technologies, Inc.

 

Clemex Technologies Inc. develops, manufactures and markets image analysis systems and software used by quality control and research microscopy laboratories. Clemex’ customer base spans over many countries in America, Europe, Asia and encompasses major Research and Development Centers, prestigious Universities and large manufacturing industries in various fields including  healthcare, automotive, aerospace, raw materials manufacturing, pharmaceuticals, mining and other sectors.

   

Caution Concerning Forward-Looking Statements

 

This press release contains forward-looking statements that are based on certain assumptions. The forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. The Company cautions investors not to place undue reliance on forward-looking statements. Additional factors are discussed in materials filed with the Securities regulatory authorities in Canada.

   

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Clemex Technologies Inc,

800 Guimond,

Longueuil, QC, Canada J4G 1T5,

Symbol:  CXG.A-TSX-V

www.clemex.com

Shares Outstanding:  31,228,910

 

Contact:

 

Yves Bassat,

President and CEO

Tel: 450.651.6573

Email: ir@clemex.com

   

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this news release