Omnitech Consultant Group inc.
TSX VENTURE : GCO

Omnitech Consultant Group inc.

April 11, 2006 10:18 ET

GCO Completes the Acquisition of Groupe CADEC Inc. and a Concomitant Private Placement of 1.5 Millions $

QUEBEC CITY, QUEBEC--(CCNMatthews - April 11, 2006) - Claude Belley, Chief Executive Officer of Omnitech Consultant Group inc. ("GCO") (TSX VENTURE:GCO) is pleased to announce that GCO has completed the acquisition of Groupe CADEC inc (CADEC) and a private placement of $1.5 Million with the Fier-Succes fund and with Gestion Allard et Dube Inc., for investments of one million dollars and five hundred thousand dollars respectively, through the issuing of convertible debentures.



The highlights of these transactions are:

- GCO becomes, with this acquisition, a Canadian leader in the
industrial processes automation and control sector;

- The "Process controls and optimization" (COP) business unit becomes
the largest of GCO's four business units, with aggregate sales of
$14 millions;

- The integration of CADEC has already started and should be
completed by the end of July 2006; and

- The concomitant financing was used for the acquisition of CADEC and
as working capital.


Furthermore, by concentrating on the synergies and the cross-referencing of its sales, GCO and its COP business unit intend to control expenses and implement operational processes in order to support their anticipated growth.

GCO acquired all of the issued and outstanding shares of CADEC in a transaction valued at $2.6 Million. The purchase price is payable as follows: $800,000 cash at closing, $200,000 cash payable on the transaction's first anniversary and $1,588,150 payable by the issuance of 2,268,786 common shares of GCO at a reputed price of $0.70 per share. In addition, the shares purchase agreement includes price adjustment clauses according to which, under certain conditions, a maximum of 1,260,317 additional common shares of GCO may be issued and extra cash installments may be paid to CADEC's shareholders.

The concomitant private placement took place through the issuance of convertible debentures maturing on April 9th, 2010, bearing a 13.5% interest rate which is payable monthly. They are convertible at any time, at holder's option, at a conversion price of $0.285 per unit. This price per unit shall increase, in accordance with the policies of the TSX Venture Exchange Inc., by 10% per year starting on the third year following the issuance of the debentures. Each unit is composed of one common share and one warrant of GCO. Each warrant gives its carrier the right to acquire one additional common share at the price of $0.48 per share until the first of the following dates: i) 2 years after its issuance or ii) April 9th, 2010. In accordance to the policies of the TSX Venture Exchange Inc., the securities issued through the concomitant private placement will be subject to a mandatory holding period of four months. A 3% commission was paid to Carey Moreault & Associe Inc. and each of the subscribers received file evaluation charges equal to 1.25% of its investment.

"The acquisition of CADEC permits us to reinforce of our leading position in the market. In addition, the addition of Pierre Belisle to GCO's management team will allow us to continue our growth as well as maximize the synergies between ALGOSYS, ISAC and CADEC", declared Mr. Claude Belley, Chief Executive Officer of GCO.

About Omnitech Consultant Group Inc.

GCO operates in the engineering, information technology and systems maintenance sectors. GCO is capable of intervening in all aspects of industrial engineering and information technology (IT), thus combining a major and distinctive niche in comparison with the competition. GCO integrates new technologies or optimizes existing systems by applying cutting-edge expertise currently used in the best practices.

About CADEC

Founded in Sherbrooke in 1988, Groupe CADEC inc. is a firm specialized in the integration of automated systems that has delivered over 4000 projects of all sizes to a varied clientele all over North America, but mainly Quebec. Services offered range from applied engineering in the fields of electricity, robotic, mechanic and computer science to industrial processes. CADEC boast cutting-edge experience in the production of customized equipments. Its complete line of highly technical solutions and services, provided by over 87 professionals and technicians based in Sherbrooke and Laval, extend to the manufacturing, pharmaceutical and agro-food industries

About Fier-Succes

Fier-Succes is a venture capital fund whose strategy is to support entrepreneurs in the realization of their business plan. Located in Quebec City, this new fund will consider capital of debenture investments in the major economical sectors.

TSX Venture Exchange Inc. assumes no responsibility regarding the relevance or accuracy of this press release.

Contact Information

  • Omnitech Consultant Group inc.
    Claude Belley
    Chief Executive Officer
    (418) 626-9090
    or
    Omnitech Consultant Group Inc.
    Philippe R. Bertrand
    Vice President, Communications and Public Affairs
    philippe_bertrand@gco.ca
    Cell.: (514) 378-7445
    www.gco.ca