Active Control Technology Inc. Announces Its Intention to Proceed With a Going Private Transaction & Plan to Hold Shareholder...

Active Control Technology Inc. Announces Its Intention to Proceed With a Going Private Transaction and Plan to Hold Shareholders Meeting
  
 

TORONTO, ONTARIO--(Marketwired - May 22, 2014) - Active Control Technology Inc. (the "Company") (TSX-VENTURE:ACT), today announced that the it intends to effect a going private transaction (the "Transaction").

A management group comprising Jonathan Emanuel, President and Chief Executive Officer, Graham Warren, Chief Financial Officer and Esther Schwartz, Chief Operating Officer (the "Management Group"), have made an offer to buy the shares of the minority shareholders for $0.03 per share. The Management Group collectively holds 4,191,358 common shares (23.98%) of Active. The Independent Committee comprising Michael A. Wolfe, Stephen R. Barrett and Doug Barre (the "Independent Committee") reviewed the offer and a valuation of the Company from Klein Farber Corporate Finance Inc. (the "Valuation"). In light of the Valuation and other factors considered by the Independent Committee, the Independent Committee is prepared to proceed with the Transaction.

In connection with the Transaction, the Company has called an Annual General and Special Meeting of the shareholders for July 21, 2014 (the "Meeting") at which Meeting the shareholders of the Company will be asked to vote on the proposed Transaction. The Transaction will require among other things, the approval of the "majority of the minority", as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Jonathan Emanuel, Esther Schwartz, Graham Warren and certain other interested parties holding in the aggregate approximately 33.8% of the Company's common shares are "interested parties" and will not be able to vote in favour of the Transaction.

Details of the Transaction and the Valuation will be provided in the information circular prepared for the Meeting.

There can be no assurance that the proposed Transaction will be approved by shareholders, or if approved, completed.

About Active Control Technology

Active Control Technology is a provider in the design, manufacture and marketing of wireless and fiber network solutions for mine communications, mobile power solutions and the commercial security and access control industries. For more information, visit www.activecontrol.com.

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.

Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and, as such, are subject to risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as changes in demand for and prices for the products of the Company or the materials required to produce those products, labour relations problems, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. The reader is cautioned not to put undue reliance on such forward-looking statements.

Active Control TechnologyJonathan [e-mail]