Gestion Bernard Bélanger Ltée

October 10, 2006 17:36 ET

Gestion Bernard Belanger Ltee : Announcement

RIVIERE-DU-LOUP, QUEBEC--(CCNMatthews - Oct. 10, 2006) - Gestion Bernard Belanger ltee ("Gestion Bernard Belanger"), a company controlled by Bernard Belanger, Chairman of the Board and Chief Executive Officer of Premier Tech Ltd ("Premier Tech") (TSX:PTL.A), announces that Gestion Bernard Belanger, which controls Premier Tech, has entered into a lock-up agreement with Oakwest Corporation Limited ("Oakwest") pursuant to which Oakwest agreed to deposit all 1 421 401 Class A subordinated voting shares of Premier Tech it holds, directly or indirectly, as part of a possible privatization. Under the terms of this agreement, Oakwest has undertaken to deposit its shares against the payment of CA$3.00 per share under the condition that a take-over bid or merger proposal be announced at the latest on December 31, 2006.

The 1 421 401 Class A subordinated voting shares of Premier Tech held by Oakwest represent approximately 9.2% of Class A subordinated voting shares of Premier Tech and 8.7% of the participating shares of Premier Tech. Gestion Bernard Belanger and its joint actors currently control, directly or indirectly, 7 971 583 Class A subordinated voting shares of Premier Tech, representing approximately 51.5% of that class of shares, and 843 000 Class B multiple voting shares, representing 99.2% of that class of shares.

Gestion Bernard Belanger had announced last May that it had entered into an agreement with Fonds de solidarite des travailleurs FTQ ("the Fonds") pursuant to which the Fonds agreed, conditional upon Gestion Bernard Belanger securing the financing, to sign a lock-up agreement providing an undertaking on the part of the Fonds to deposit all 5 205 565 Class A subordinated voting shares of Premier Tech it holds as part of a possible privatization. Under the terms of this agreement, the Fonds had undertaken to sign the lock-up agreement on the conditions that the price be at least CA$2.75 per share and that a take-over bid or merger proposal be announced at the latest on December 31, 2006.

Gestion Bernard Belanger also announces that the financing required to complete the privatization project has been secured and that it intends, over the coming weeks, to offer CA$3.00 per share to all shareholders, including the Fonds, by way of a take-over bid or merger proposal.

The 6 626 966 Class A subordinated voting shares of Premier Tech held in the aggregate by the Fonds and Oakwest represent approximately 42.8% of Class A subordinated voting shares of Premier Tech and 40.6% of the participating shares of Premier Tech. They also represent approximately 88.1% of Class A subordinated voting shares of Premier Tech and 88% of the participating shares of Premier Tech not under Gestion Bernard Belanger's control.

Contact Information

  • Gestion Bernard Bélanger Ltée
    Bernard Belanger
    President
    418-867-8883, Ext. 6235
    418-867-8297 (FAX)
    arbc@premiertech.com