Belair Capital Partners Inc.

October 02, 2014 12:27 ET

Belair Capital Partners Inc.: Acquisition of Shares of Saratoga Electronic Solutions Inc.

OAKVILLE, ONTARIO--(Marketwired - Oct. 2, 2014) - Belair Capital Partners Inc. ("the Acquiror"), which is wholly owned by Joseph J. Duggan, announced its purchase yesterday of 3,562,289 outstanding common shares of Saratoga Electronic Solutions Inc. ("Saratoga") in private transactions at a price of $0.01 per share. Neither the Acquiror nor Mr. Duggan previously owned or controlled any common shares of Saratoga. The acquired shares represent approximately 19.3% of the outstanding common shares of Saratoga.

The shares were acquired for investment purposes. The purchases were made concurrently with private purchases of other outstanding common shares of Saratoga by other purchasers, with the total number of common shares purchased by all the purchasers, including the Acquiror, totalling 11 million shares. The Acquiror and Mr. Duggan have no agreement or understanding with the other purchasers regarding the voting or trading of any common shares of Saratoga.

The Acquiror understands that Saratoga has entered into a non-binding letter of intent with the shareholders of Abba Medix Corp. ("Abba") pursuant to which Saratoga would acquire all of the issued and outstanding shares of Abba Medix for expected consideration of 34,560,000 million common shares of Saratoga (the "Abba Transaction"). Upon successful completion of the Abba Transaction, the Acquiror, which has acted as financial advisor to Abba, will be entitled to receive options to purchase an amount of Saratoga common shares equal to 9% of the number of issued and outstanding Saratoga common shares at the time of the closing of the Abba Transaction. The options would be exercisable at a price of $0.25 per share for 12 months. The options are expected to be exercisable for 4,771,917 shares, which would represent approximately 8.3% of the 57,793,217 Saratoga common shares that would be outstanding after exercise. Including the common shares acquired yesterday, after exercising the options the Acquiror would own 8,334,206 Saratoga common shares, representing approximately 14.4% of the then outstanding common shares.

Except as described above, the Acquiror and Mr. Duggan have no current intention of acquiring additional common shares of Saratoga, but they may make further purchases or sales of the shares in the future as circumstances may warrant.

Contact Information

  • Belair Capital Partners Inc.
    338 Lakeshore Road East
    PO Box 52030
    Oakville, Ontario
    L6J 1J6

    Joseph J. Duggan