Enablence Technologies Inc. (TSX VENTURE: ENA) says it is going ahead with the sale of its wholly owned Swiss subsidiary, Enablence Switzerland AG (ENA Switzerland), originally announced in July 2012 (see “Enablence Technologies finds bridge funding”).
The company has signed a definitive share purchase agreement under which ENA Switzerland will be sold to Albiva Holdings AG for a total purchase price of $2 million and the repayment of an intercompany loan over the next 12 months. The transaction is expected to close by November 23, 2012, subject to the satisfaction of certain conditions and the usual regulatory approvals, including the TSX Venture Exchange. Paradigm Capital Inc., Enablence's financial advisor, will receive a commission of 3.5% of the purchase price.
ENA Switzerland is the former Albis Optoelectronics (see “Enablence Technologies to acquire Albis Optoelectronics”). Albiva’s directors include the management of ENA Switzerland (see "Enablence lines up financing, second joint venture in China"), backed by European-based private investors, and as a result the transaction is considered a related party transaction. However, the independent directors have determined that an exemption is available due to financial hardship – under the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") – and so Enablence is not required to obtain a formal valuation for, and minority shareholder approval of, the related party transaction. The deal is expected to close in less than 21 days.
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