Eli Klein Holdings Inc.

January 04, 2005 17:00 ET

Eli Klein Holdings Inc.: Acquisition of Securities of Strategic Vista International Inc.- Early Warning Requirements


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: ELI KLEIN HOLDINGS INC.

JANUARY 4, 2005 - 17:00 ET

Eli Klein Holdings Inc.: Acquisition of Securities of
Strategic Vista International Inc.- Early Warning
Requirements

TORONTO, ONTARIO--(CCNMatthews - Jan. 4, 2005) - On January 1, 2005, Eli
Klein Holdings Inc. (the "Company") acquired ownership and control,
directly and indirectly, of 1,828,666 common shares of Strategic Vista
International Inc. ("SVII").

Immediately after the acquisition referred to above, the Company owns
and controls, directly or indirectly, 8,117,761 common shares of SVII.

The Company is private company which is controlled by Eli Klein. The
Company acquired ownership over common shares of Strategic Vista
International Inc. ("SVII") pursuant to a reorganization effective
January 1, 2005 (the "Reorganization"). Specifically, the following
transactions gave rise to the Company's acquisition of ownership of the
SVII shares:

a) Sonigem Products Inc. ("Sonigem") and Magnasonic Canada Corp. ("MCC")
underwent a statutory amalgamation under the Business Corporations Act
(Ontario). Prior to the amalgamation, Sonigem was the owner of 3,000,000
common shares of SVII, and MCC was the owner of 2,486,000 common shares
of SVII. The resultant amalgamated corporation thereby became the owner
of a total of 5,486,000 common shares of SVII. The name of the
amalgamated corporation is Magnasonic Canada Corp. ("MCC2").

b) Following the amalgamation referred to in (a), MCC2 entered into an
Asset Purchase Agreement effective January 1, 2005 between MCC2, the
Company, Bernard Klein Holdings Ltd. ("Bernardco") and Reuben Klein
Holdings Ltd. ("Reubenco"), pursuant to which all of the SVII shares
held by MCC2 were sold in the amount of 1,828,666 SVII common shares to
the Offeror, 1,828,666 to Reubenco and 1,828,668 to Bernardco.

c) 1080583 Ontario Inc. owned 150,000 common shares in SVII prior to
January 1, 2005. As a part of the Reorganization, the Company, Reubenco,
Bernardco and 1080583 Ontario Inc. entered into an Asset Purchase
Agreement effective January 1, 2005, pursuant to which the Company,
Reubenco and Bernardco each acquired one third (1/3) of 1080583 Ontario
Inc.'s holdings in SVII, each such one third (1/3) interest being 50,000
common shares of SVII.

d) In total, pursuant to the Reorganization, the Company acquired a
total of 1,878,666 SVII shares.

Eli Klein acts jointly or in concert with the Company.

Pursuant to an agreement between Bernard Klein, Reuben Klein and Eli
Klein, the three of them act jointly with respect to the voting shares
of SVII controlled by any of them (the "Voting Agreement"). Following is
a description of the Klein family ownership of SVII common shares, and
as a result of the Voting Agreement all such shares are deemed to be
controlled by each of Eli Klein, Bernard Klein and Reuben Klein acting
alone.

Prior to the Reorganization none of the SVII common shares were owned
directly by Eli Klein nor the Offeror and Eli Klein was not a party to
the Voting Agreement.

a) Bernard Klein owns 470,000 SVII common shares.

b) Bernardco (a private company controlled by Bernard Klein) owns
369,724 SVII common shares.

c) Reuben Klein owns 222,037 SVII common shares.

d) Strategic Choice Ltd. (a private company in which Bernard Klein,
Reuben Klein and Eli Klein each hold a one third (1/3) interest, owns
1,420,000 SVII common shares.

e) Prior to the Reorganization, 1080583 Ontario Inc. (a private company
which is controlled by Bernard Klein, Reuben Klein and Eli Klein) owned
150,000 SVII common shares.

f) Prior to the Reorganization, MCC (a private company which is
controlled by Bernard Klein, Reuben Klein and Eli Klein) owned 2,486,000
SVII common shares.

g) Prior to the Reorganization, Sonigem Products Inc. (a private company
controlled by MCC prior to the Reorganization) owned 3,000,000 SVII
common shares.

Pursuant to the Voting Agreement, to which Eli Klein became a party on
January 1, 2005, the total number of SVII common shares that the
Offeror, acting jointly with Eli Klein, directs or controls following
the Reorganization is 8,117,761.

Eli Klein does not directly own any SVII common shares. The Offeror
acquired direct ownership of SVII shares as set out in 2, above. The
Offeror acquired control of SVII common shares as set out in 3, above.

The transactions giving rise to this disclosure were carried out
privately.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Eli Klein Holdings Inc.
    Michael Singer
    (416) 224-8383