Active Control Technology Inc.
TSX VENTURE : ACT

Active Control Technology Inc.

August 12, 2011 08:00 ET

Active Control Signs Share Purchase Agreement to Acquire PowerCart

Accretive Combination Includes Working Capital; Strengthens Sales Team, Management and Margins

TORONTO, ONTARIO--(Marketwire - Aug. 12, 2011) - Active Control Technology Inc. (TSX VENTURE:ACT) ("ACT" or the "Company"), a leading provider in the design, manufacture and marketing of both wireless and fiber network solutions for mine communications, and the commercial security and access control industries, announced today that it has executed a binding share purchase agreement ("Agreement") with the shareholders of PowerCart Systems Inc. ("PowerCart") to acquire all of the issued and outstanding shares of PowerCart for 5,834,833 post-consolidation common shares of ACT.

Further to the previous press release of April 6, 2011, the outstanding capital of ACT will be consolidated on the basis of one (1) post-consolidation common share for every twenty (20) outstanding common shares before closing the transaction with PowerCart (the "Consolidation"). The Consolidation received shareholders approval at ACT's Annual General and Special Meeting of Shareholders held on Thursday February 10, 2011. The Company will be filing Articles of Amendment shortly to effect the Consolidation and will issue a press release advising of the effective date on which the Company's common shares will trade on a post-consolidated basis. After giving affect to the transaction and the Consolidation, shareholders of PowerCart will hold 33% of ACT on closing. In addition, the vendors will be granted two seats on ACT's board of directors.

PowerCart currently has annual revenues of $2.5 million and earnings of $240k which will be immediately accretive to ACT. The new combined entity is expected to be cash-flow positive with improvements in margins and overheads.

The combination is expected to bring considerable synergies:

  • Strengthened management team with expertise in contract manufacturing and cost optimization
  • Additional sales team for new business development
  • Cash and access to additional capital
  • Immediate improvement in gross margins from integration of a key supplier
  • Strengthened engineering and regulatory talent
  • Existing locations improve proximity to customers, and
  • Considerable tax loss carry-forwards to shield earnings.

"We are thrilled with the synergies that the PowerCart team will bring to ACT" said Graham Warren, ACT's CEO. Jonathan Emanuel, PowerCart's CEO commented: "by joining forces, we can fully capitalize on ACT's industry-leading technology and market position as well as continue to grow PowerCart's strong customer base".

The transaction is expected to close within two weeks.

About PowerCart

PowerCart is the original industry founder of mobile power solutions with a legendary reputation for reliability and on-time delivery with over 30,000 units sold. PowerCart continues to lead the industry in design and innovation, for solutions requiring backup and mobile power. PowerCart offers all of its solutions in the retail, warehousing, courier and mining sectors with a bumper-to-bumper one year warranty – the best in the industry. PowerCart has locations in Mississauga, Ontario, Canada, and Medina, Ohio, USA. For more information, visit www.powercart.com.

About Active Control Technology

Active Control Technology is involved in the design, manufacture and marketing of both wireless and fiber network solutions for mine communications, and the commercial security and access control industries. The Company has two product lines: ActiveMine™, a fully integrated wireless and/or fiber communications and locating technology for underground coal mines, and ActiveSecure™, a family of wireless products for the access control industry. Located in Burlington, Ontario, Canada, Active Control Technology trades publicly on the TSX Venture Exchange under the symbol ACT. For more information, visit www.activecontrol.com.

Get more out of your mine.™

Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and, as such, are subject to risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as changes in demand for and prices for the products of the Company or the materials required to produce those products, labour relations problems, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. The reader is cautioned not to put undue reliance on such forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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