OTTAWA, CANADA--(Marketwire - Nov. 16, 2012) - Enablence Technologies Inc. ("Enablence" or the "Company") (TSX VENTURE:ENA), a leading supplier of optical components and subsystems for telecommunication access, metro and long-haul markets and enterprise and other applications, provides an update on the sale of its wholly-owned Swiss subsidiary, Enablence Switzerland AG ("ENA Switzerland") first announced in July 2012. Enablence has signed a definitive share purchase agreement under which ENA Switzerland will be sold to Albiva Holdings AG ("Albiva") for a total purchase price of US$2 million and the repayment of an intercompany loan over the next 12 months (the "Transaction"). The Transaction is expected to close by November 23, 2012, subject to the satisfaction of certain conditions and receipt of certain regulatory approvals including the TSX Venture Exchange. Paradigm Capital Inc., Enablence's financial advisor, will receive a commission of 3.5% of the purchase price.
Albiva is a company whose directors include the management of ENA Switzerland, backed by European based private investors, and as a result the transaction may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). MI 61-101 requires the Company, in the absence of an exemption, to obtain a formal valuation for, and minority shareholder approval of, the Related Party Transaction. The independent directors, being all the directors, have determined an exemption is available from the formal valuation requirements and minority shareholder approval requirements due to financial hardship, and that the terms of the transaction are reasonable in the circumstances. This information is being filed less than 21 days prior to the excepted closing of the Related Party Transaction. The shorter period was necessary in order to permit the Company to close the Transaction consistent with usual market practice for transactions of this nature.
About Enablence Technologies Inc.
Enablence Technologies Inc. is a publicly traded company (TSX VENTURE:ENA) that designs, manufactures and sells optical components and subsystems to a global customer base. It utilizes its patented technologies including planar lightwave circuit ("PLC") intellectual property in the production of an array of photonics components and broadband subsystems that deliver a key portion of the infrastructure for next-generation telecommunication systems. The Company's product lines address all three segments of optical networks: access (connecting homes and businesses to the network); metro (communication rings within large cities); and long-haul (linking cities and continents). For more information, visit www.enablence.com.
This press release may contain forward-looking statements, in particular with respect to the completion of the sale of ENA Switzerland, approval of the TSX Venture Exchange, and future growth of the continuing operations that are made as of the date hereof and are based on current expectations, forecasts and assumptions which involve risks and uncertainties associated with our business and the economic environment in which the business operates. All such statements are made pursuant to the 'safe harbour' provisions of, and are intended to be forward-looking statements under, applicable Canadian securities legislation. Any statements contained herein that are statements of historical facts may be deemed to be forward-looking statements. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. We caution our readers of this press release not to place undue reliance on our forward looking statements as a number of factors could cause actual results or conditions to differ materially from current expectations. Please refer to the risks set forth in the Company's continuous disclosure documents that can be found on SEDAR www.sedar.com. Enablence does not intend, and disclaims any obligation, except as required by law, to update or revise any forward looking statements whether as a result of new information, future events or otherwise.