Semcan Inc.
TSX VENTURE : STT

Semcan Inc.

March 02, 2007 10:32 ET

SEMCAN Inc. Announces Completion of Acquisition of Forward Precision Tools Business

TORONTO, ONTARIO--(CCNMatthews - March 2, 2007) - SEMCAN Inc. (TSX VENTURE:STT)("SEMCAN") announces that it has acquired the business of Forward Precision Tools by acquiring all of the Class A common shares (the "participating shares") and all of the Special Non-Voting Shares (the "preference shares") of Nucleus Financial Networks Inc. ("Nucleus"), which carries on business as Forward Precision Tools.

SEMCAN acquired Nucleus for $882,730 to be satisfied by the issuance of 942,433 common shares of SEMCAN and $600,000 principal amount of unsecured 8% promissory notes. The Forward Precision Tools business will continue to be operated through Nucleus. The securities issued are subject to temporal resale restrictions until July 1, 2007.

The transaction was partially non arms length, in that Phil Jamieson, the holder of 2,231,250 common shares of SEMCAN, and a director, Chairman and CEO of SEMCAN, representing 14.1% of the outstanding shares of SEMCAN, holds 3,250 participating shares representing 32.5% of the participating shares and 225,000 preference shares representing 37.5% of the preference shares of Nucleus. David Campbell, a director and indirectly a holder of 4,143,750 common shares of SEMCAN, representing 26.2% of the outstanding shares of SEMCAN, holds, indirectly through Tricaster Holdings Ltd., 2500 participating shares representing 25% of the participating shares and 150,000 preference shares representing 25% of the preference shares of Nucleus. As a result of the transaction Phil Jamieson has received 306,290 common shares of SEMCAN and a $225,000 promissory note and David Campbell indirectly through Tricaster Holdings Ltd. has received 235,608 common shares of SEMCAN and a $150,000 promissory note. The independent directors of SEMCAN reviewed and approved the acquisition.

SEMCAN is acquiring the Forward Precision Tools business to leverage the customer base synergies and through merging the internal and external sales forces to enable sales at lower cost to the joint customer base.

About Forward Precision Tools

Forward Precision Tools was founded in 1956 for the purpose of selling precision measuring instruments and machine tool accessories to the metal fabricating industries. In 1974 Forward Precision Tools expanded its product lines to include metal working machines. Along with its measuring instruments and tools Forward Precision Tools now sells E.D.M. (electro discharge machining), milling, boring, drilling, turning and grinding machines that are both manual and computer controlled. The equipment sold is high quality and manufactured in the U.S., U.K., Switzerland, Taiwan, Italy, Japan and Germany. Forward Precision Tools sells primarily to tool and die shops, mold makers, machine tool dealers and original equipment manufacturers, which in turn service the aircraft, automotive, plastic molding, business machine and machinery manufacturing industries. Forward Precision Tools is well positioned in the market and has developed a reputation for in depth knowledge of the industry, excellent service and quality products at competitive prices. Forward Precision Tool's showroom is located in Mississauga, Ontario. The Forward Precision Tools business will continue to be operated through Nucleus.

About SEMCAN

SEMCAN is a growth company expanding through acquisitions within the Industrial and Distribution sectors. SEMCAN seeks out well managed profitable companies that meet certain financial parameters. SEMCAN works with existing management to grow the acquired companies both organically and through further complementary acquisitions. SEMCAN provides the central finance and administrative functions, allowing operational management to remain focused on bottom line profitability thereby increasing shareholder value.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.

Contact Information

  • Semcan Inc.
    Phil Jamieson
    Chairman
    (905) 564-8665