PROSYS TECH CORPORATION
TSX VENTURE : POZ

December 16, 2008 08:00 ET

Strategic Alternatives: Prosys Sells Its Participation in CDMS

MONTREAL, QUEBEC, CANADA--(Marketwire - Dec. 16, 2008) - Prosys-Tech Corporation (hereinafter, "Prosys")(TSX VENTURE:POZ), announces it has agreed to the offer by Chris Danielle Micro Solutions (CDMS) Inc. (hereinafter, "CDMS"), a computer services provider, to purchase for cancellation from Prosys all of the shares in the share capital of CDMS held by Prosys, being an aggregate of one hundred and ninety-three (193) Class A common shares of CDMS (hereinafter, the "Shares") (hereinafter, the "Transaction").

The purchase price is of four hundred and fifty thousand dollars ($450,000), payable in cash at the closing of the Transaction (hereinafter, the "Purchase Price"), such Purchase Price being subject to a deduction equivalent to the value of any and all amounts paid to Prosys by way of dividends between November 11, 2008 and the closing of the Transaction. The parties acknowledged that the value of the said amounts is $173,000 so that the net purchase price is of $277,000. There has been no prior valuation made in respect to the total consideration to be received in the past 24 months.

Prosys acquired the said Shares on September 27, 2007 for a total price of $2,850,000. The consideration for the acquisition was $1,950,000 in cash and 4,500,000 common shares of CDMS at $0.20 each, for a total of $900,000.

This decision, which was unanimously approved by the Board of Directors of Prosys, is part of the previously announced restructuring following the deterioration of Prosys' and CDMS' financial position and market circumstances. The Board of Directors of Prosys and its senior management considered several items with respect to the value of Prosys' investment in CDMS in making the foregoing decision, including the loss of benefits. They also considered that CDMS paid $350,000 to Prosys by way of dividends on or before November 11, 2008 and that CDMS assumed part of the expenses and advances related to Prosys' stake in Peak Positioning Corporation (hereinafter, "Peak") for an approximate amount of $70,500, for which Prosys will get a complete release at the closing of the Transaction.

Following this Transaction, the continuing operations of Prosys will be its interest in Peak. As previously announced, Prosys reached an agreement on October 3, 2007, for a maximum investment of $750,000 in Peak, in exchange for an option to acquire up to 50.1% of the issued and outstanding voting and participating class "A" shares in the share capital of Peak. As of this day, Prosys approximately holds 45% of the issued and outstanding voting and participating class "A" shares in the share capital of Peak (41.48% as at September 30, 2008). The proceeds of this Transaction will be used to exercise Prosys's option to increase its interest in Peak to 50.1 % in addition to repay a portion of Prosys' outstanding indebtedness and support its working capital.

Peak, a Montreal based start-up company, has partnered with global leaders in the field of wireless communications to develop a portfolio of wireless security and asset recovery services for the laptop computer industry. The services will include the usage of wireless communications to disable and retrieve lost or stolen laptop computers.

Related Party Transaction

The Transaction is deemed a non arm's length party transaction pursuant to Policy 5.3 Acquisitions and Dispositions of Non-Cash Assets of the TSX Venture Exchange (hereinafter, "Policy 5.3") and a related party transaction pursuant to Regulation 61-101 respecting protection of minority security holders in special transactions of the Autorite des marches financiers (hereinafter, "Regulation 61-101") as Danielle Lafleur is a shareholder of Prosys and a control person of CDMS and her husband, Chrisanthos Symeon, is an insider of Prosys as President and director of CDMS.

However, the directors of Prosys who voted for the Transaction determined that the exemptions from the formal valuation and minority shareholder approval requirements under Regulation 61-101 are available since the fair market value of the subject matter of the Transaction, and the fair market value of the consideration received in exchange therewith, is reasonable and does not exceed 25% of the market capitalization of Prosys.

This Transaction has no effect on the percentage of securities of Prosys or CDMS beneficially owned or controlled by each person referred to herein, except for Danielle Lafleur who will now be the sole shareholder of CDMS.

Prosys was not be able to provide a notice of material change within the minimum of 21 days before the closing of the Transaction, as stipulated in Regulation 61-101, given the need to move forward quickly with the Transaction considering the reasons for the decision.

Regulatory and Shareholder Approval

The TSX Venture Exchange may require the written consent of Prosys's shareholders who hold the majority of the issued and outstanding shares in the share capital of Prosys, except Danielle Lafleur, as proof of shareholder's approval of a reviewable disposition pursuant to Policy 5.3.

This Transaction is also subject to the resignation of Mr. Georges Hebert and Kerrigan Turner as Directors of CDMS as well as to the usual approval of securities regulators and, if applicable, the majority of the disinterested shareholders of Prosys, thus excluding Danielle Lafleur.

About Prosys

Prosys is a distributor of information technology products having offices in Montreal, Quebec City and Ottawa. Prosys maintains its participation in Peak Positioning Inc. Prosys currently holds about 45% of Peak's issued shares and has an option to increase its participation in Peak to 50.1%. The investment in Peak is in the scope of the Prosys' steps to diversify the global offer of services to its current customers and to improve Prosys' positioning for the development of the SMB market. For more information regarding Peak, please visit www.peakpositioning.com.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Prosys Tech Corporation
    Mr. Georges Hebert
    President and Chief Executive Officer
    514-255-3454, extension 270