Komet Manufacturers Inc. - Approval of sale of assets and termination of lease
30 April 2012 - 5:07PM
PR Newswire (Canada)
MONTREAL, May 3, 2012 /CNW Telbec/ - Komet Manufacturers Inc.
("Komet") announces that at the annual general and special meeting
of shareholders held on Monday April 23, 2012, the minority
shareholders of Komet approved by a vote of 81.99% "for" and 18.01%
"against" (i) the sale of its remaining inventory at 60% of its
book value to Aquadis International Inc. (a related company) and
(ii) the termination of the 42,940 square foot lease (the "Lease")
between Komet and Aquadis Group Inc. (a related company) in
consideration of the payment of a penalty of $100,000 in
cash. The future obligation under the terms of the Lease,
expiring on April 30, 2015, was estimated by Komet at approximately
$900,000. At a meeting held on February 24, 2012, the directors of
Komet acknowledged that Komet has been operating at a loss for the
past nine quarters, that its business was no longer viable, that it
had ceased all production activities by selling most of its
production equipment and had restricted its activities solely to
distribution. Komet currently employs only one sales person and has
been trying to sell its inventory for several months, with limited
success. In order to stop the losses, the directors decided to
cease all the activities of Komet, liquidate its remaining
inventory in an orderly fashion and settle its outstanding debts
and obligations, the principal of which was the Lease. The
directors obtained an independent evaluation of Komet's inventory
as of February 29, 2012, from Groupe Marc Brosseau Inc., a
certified evaluator. Komet had determined that such inventory
had a book value of $489,538, as at February 29, 2012. Groupe Marc
Brosseau Inc. valued the inventory between $161,000 and $192,000,
on an orderly liquidation basis (representing between 33% to 39% of
the above mentioned book value). Aquadis International Inc.
(a company related to Komet and controlled by the Nadeau family)
offered to purchase such inventory at 60% of book value.
After taking into account sales amounting to $117,886 in March and
April, the book value of the balance of the inventory as at
April 27, 2012 was reduced by $74,114 to $415,424. As
soon as authorized to do so by the TSX Venture Exchange, Aquadis
International Inc. will acquire the balance of the inventory for a
total purchase price of $249,583. The purchase price will
include the assumption by Aquadis International Inc. of a $98,439
debt due by Komet to an unrelated third party and the balance of
$151,144 to be paid in cash upon the termination of the Lease. The
Lease was initially executed in 2005 with respect to the building
located at 1200 Michèle Bohec Boulevard in Blainville. This
building was custom built specifically for Komet. The Lease
was renewed on February 1st, 2010 for a term of five years expiring
April 30, 2015. Mr. Alain Lachambre, an independent member of
the board of directors, approved the renewal of the Lease for a
term of five years in order to take advantage of a below market
lease rate then offered by Aquadis Group Inc. At the meeting
of the board of directors of February 24, 2012, Mr. Lachambre
also approved the above mentioned penalty payment of $100,000 for
the termination of the Lease on the basis that it was the best
option available for Komet and its shareholders and that the
directors were unable to identify any third party to sublease such
building. For more information, please see the information circular
of Komet dated March 26, 2012 available on www.sedar.com. About
Komet Komet, a Québec corporation headquartered in Blainville, has
been listed on the TSX Venture Exchange since June 2007. The
company specialized in designing and distributing bathroom
furniture products. Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. Komet Manufacturing Inc. CONTACT: Mr.
Francois Nadeau, PresidentKomet Manufacturers Inc.1190
Michele-Bohec StreetBlainville, Quebec J7C 5S4450-433-2210
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