Hartco Inc.

Hartco Inc.

March 25, 2015 14:44 ET

Hartco Receives Letter from Mr. Harry Hart Regarding Proposed Take-Over Bid at $3.40 per Share

MONTREAL, CANADA--(Marketwired - March 25, 2015) - Hartco Inc. ("Hartco") (TSX:HCI) today announced that the Special Committee of the Board of Directors, comprised exclusively of independent directors, has received a letter from Mr. Harry Hart and a company under his control confirming their intention to launch a take-over bid to acquire all of the issued and outstanding common shares of Hartco, other than shares held directly or indirectly by Mr. Hart, at a price of $3.40 in cash per share, representing total consideration of approximately $18.3 million.

Mr. Harry Hart is the founder, Executive Chairman and Chief Executive Officer of Hartco. Mr. Hart and members of his immediate family owns, directly or indirectly, or exercise control or direction over, an aggregate of 8,352,200 common shares of Hartco, representing approximately 63.17% of Hartco's 13,222,104 issued and outstanding shares.

As previously announced, Hartco received a letter of intent from Mr. Hart and a company under his control in February 2015 confirming their intention to acquire all of the issued and outstanding common shares of Hartco, other than shares held directly or indirectly by Mr. Hart, at a price of $3.25 in cash per share. The letter of intent contemplated that Hartco and a company under Mr. Hart's control would enter into a definitive merger agreement or other similar agreement by March 31, 2015.

The Chairman of the Special Committee and the legal advisors to the Special Committee attempted to negotiate with Mr. Hart and his legal advisors with a view toward increasing the offer in line with the independent valuation of Hartco prepared by Burkman Capital Corporation, the financial advisor retained by the Special Committee, but were not successful. Consequently, the Special Committee has advised Mr. Hart that it was not prepared to recommend that shareholders vote in favour of, or accept, an offer of $3.40 in cash per share. The decision of the Special Committee followed consultation with its financial and legal advisors. In particular, the Special Committee took into account the independent valuation of Hartco prepared by Burkman Capital Corporation which concluded that, subject to the analyses and assumptions set out in the valuation, the fair market value of Hartco's shares is in the range of $3.94 to $5.25 per share. Hartco understands that a copy of the valuation report prepared by Burkman Capital Corporation will be included in any take-over bid circular sent by Mr. Hart to Hartco's shareholders.

About Hartco Inc.

Hartco Inc. (TSX:HCI) has been a leader in the Canadian information technology business for more than thirty years and is the parent company of Metafore Technologies Inc. As one of Canada's leading IT solution providers, Metafore designs, supplies, installs and supports information technology solutions that contribute to improved productivity and overall business performance of private and public sector organizations of every size across Canada. For more information, please visit www.hartco.com or www.metafore.ca

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements may include, without limitation, statements regarding the proposed take-over bid and other statements that are not historical facts. Such statements are subject to assumptions, risks and uncertainties, including those discussed in our filings on SEDAR. Actual results or events may vary materially from expected results or events. In particular, the timing and completion of the proposed take-over bid are expected to be subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed take-over bid will occur, or that it will occur on the timetable or on the terms and conditions contemplated. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

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