Hartco Inc.

Hartco Inc.

February 19, 2015 18:54 ET

Hartco Receives Letter of Intent From Mr. Harry Hart to Privatize Company

MONTREAL, CANADA--(Marketwired - Feb. 19, 2015) - Hartco Inc. ("Hartco" or the "Company") (TSX:HCI) today announced that its Board of Directors has received a letter of intent from Mr. Harry Hart and a company under his control 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, representing total consideration of approximately $16.0 million.

Mr. Harry Hart is the founder, Executive Chairman and Chief Executive Officer of Hartco. Mr. Hart owns, directly or indirectly, or exercises control or direction over, 8,285,300 common shares of Hartco, representing approximately 62.66% of Hartco's 13,222,104 issued and outstanding shares.

Hartco also announces that Mr. Hart has advised the Company that he has entered into a Support and Voting Agreement with two institutional shareholders holding an aggregate of 2,422,000 Hartco shares, representing approximately 18.32% of Hartco's outstanding shares and approximately 49.06% of the shares not owned or controlled by Mr. Hart, under which they have agreed to vote their shares in favour of the transaction at any meeting of Hartco shareholders called for that purpose.

A special committee of the Board of Directors of Hartco, comprised exclusively of independent directors, will review the letter of intent received from Mr. Hart with the special committee's financial and legal advisors and will formally respond to Mr. Hart following completion of that process.

The $3.25 per share cash consideration represents a premium of approximately 32.65% to the volume-weighted average trading price of Hartco's shares on the Toronto Stock Exchange for the last 20 trading days.

The letter of intent from Mr. Hart sets out that if Mr. Hart and the company under his control enter into a definitive agreement with Hartco, the definitive agreement will provide that if Hartco subsequently receives a "Superior Proposal" from a third party, as determined by the Board of Directors of Hartco following the exercise of its fiduciary duties, Mr. Hart does not exercise his right to match such "Superior Proposal" and Hartco enters into a definitive, binding agreement with the third party regarding its "Superior Proposal", Mr. Hart and the company under his control will be required to sell all of their Hartco shares to such third party in accordance with the terms and conditions of the "Superior Proposal".

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 completion of the proposed "going private" transaction 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 "going private" transaction will be subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed "going private" transaction 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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