Canadian public company Eurocontrol Technics Inc. provided an update with respect to the letter agreement entered into with Athlone Global Security Inc., which is registered in the British Virgin Islands, on October 16, 2009.
According to the letter agreement, Eurocontrol, which specializes in the acquisition, development and marketing of innovative security technologies, will acquire all of the issued and outstanding common shares of the BVI company, in exchange for common shares and warrants of Eurocontrol Technics Ltd. As Eurocontrol and AGS have a director and officer in common, the transaction will be considered a non-arm's length transaction for the purposes of TSX Venture Exchange. Pursuant to the transaction, the shareholders of the BVI company will receive 2.4 common shares of Eurocontrol for each common share of the AGS. The deemed price per AGS share is $0.72 - based on the October 15, 2009 closing price of Eurocontrol on the TSX Venture Exchange. In addition, holders of common shares of AGS will receive one-half of one common share purchase warrant for each common share issued.
Upon completion of the transaction, the combined company will be positioned to become an integrator through the facilitation of end to end solutions with respect to its technologies.
The letter agreement between the parties also provides that in case if AGS receives a financially superior offer from a third party to acquire more than 50% of the assets of AGS, the BVI company shall pay Eurocontrol a $500,000 termination fee.
Currently there are 51,029,949 common shares of Eurocontrol issued and outstanding, and the combined company resulting from the completion of the transaction will have 144,004,751 common shares. The shareholders of the Canadian and the BVI company will hold in it 35.5% and 64.5% respectively.
