MONTREAL, Aug. 21 /CNW Telbec/ - Toptent inc. ("Toptent"), a capital pool corporation (TSX Venture Exchange: TPT.P), is proud to announce that it signed an agreement in principle dated August 21, 2008 (the "Agreement in Principle") with Mr. Paul-Andre Bouchard, Parabris, Limited Partnership ("PSEC") and Concept Orion Inc. (the "Target Company").
The Agreement in Principle provides for the acquisition by Toptent of shares, assets and Patents, should the case arise (as such term is defined hereinafter), which will constitute Toptent's qualifying transaction pursuant to the applicable regulations of the TSX Venture Exchange Inc. (the "Exchange"), hereinafter referred to as the "Proposed Qualifying Transaction".
The Agreement in Principle also provides that the acquisition by Toptent of shares, assets and Patents, should the case arise, shall be made for a total consideration of $3,150,000 (i) plus all the liabilities of PSEC and the Target Company, which are estimated at $1,227,000, but up to an amount not exceeding $1,450,000, excluding the amounts due by PSEC to the Target Company and vice-versa (the "Liabilities"); (ii) plus the loan in the amount of $1,000,000 granted by Fier Boreal 02, LP to PSEC dated October 19, 2007, as amended on January 18, 2008, and the loan in the capital amount of $400,000 granted by Fier Ville-Marie, LP to PSEC, plus the accrued interests (collectively, the "Loan"); (iii) less the part of the Principal of the Loan used by PSEC to pay any part of the Liabilities (the "Liability Portion of the Loan"), said consideration being divided as follows:
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(i) the acquisition of all the issued and outstanding common shares of
the Target Company, in consideration of a price of $600,000,
payable as follows:
(a) the sum of $200,000, payable by the issuance by Toptent in favor
of Mr. Paul-Andre Bouchard, on the closing date of the Proposed
Qualifying Transaction, of 1,000,000 common shares of its share
capital, at a price of $0.20 per share and of 500,000 warrants,
each warrant allowing its holder to acquire a common share of the
share capital of Toptent, at a price of $0.20 per share, for a
period of three (3) years following its issuance;
(b) the sum of $200,000, payable by cheque to the order of Mr. Paul-
Andre Bouchard, on the closing date of the Proposed Qualifying
Transaction; and
(c) the sum of $200,000, payable by cheque to the order of
Mr. Paul-Andre Bouchard in three (3) equal annual installments,
the first installment being due on the first anniversary date of
the closing of the Proposed Qualifying Transaction.
(ii) the acquisition of certain assets (the "PSEC Assets") of PSEC, in
consideration of a price of $2,550,000, payable by (i) the
assumption by Toptent of the Liabilities less an amount equal to the
Liability Portion of the Loan, (ii) the issuance by Toptent of
12,750,000 common shares of its share capital, at a price of $0.20
per share, in favor of PSEC and of 6,375,000 warrants, each warrant
allowing its holder to acquire a common share of the share capital
of Toptent, at a price of$0.20 per share for a period of three
(3) years following its issuance, in favor of PSEC and (iii) the
assumption by Toptent of the Loan.
It is also expected that, prior to the Proposed Qualifying Transaction,
Mr. Paul-Andre Bouchard shall assign the patents he holds, being a patent
issued by the United States under number 7,044,145, a patent request for Japan
under number 2004-538616, a patent request for Canada under number 2,498,652
and a patent request for the European Union under number 03753167.0
(collectively, the "Patents") in favor of the Target Company. In the event the
assignment does not take place prior to the closing of the Proposed Qualifying
Transaction, Toptent will acquire all the rights, title and interest in the
Patents, without further consideration than what is mentioned above.
Toptent intends to complete a concomitant private placement (the "Private
Placement") with the Proposed Qualifying Transaction for a minimum amount of
$2,500,000 and a maximum amount of $3,000,000 by the issuance of units at a
price of $0.20 per unit. Each unit is composed of one common share of the
share capital of Toptent and one half warrant, each whole warrant allowing its
holder to acquire one common share of Toptent at a price of $0.20 per share,
for a period of 36 months following its issuance ("Unit").
Following the assumption by Toptent of the Loan, it is expected that the
Loan will immediately be converted in Units. The conversion will be made on
the basis of $1 worth of Units for each 1$ of principal of the Loan and
$1.25 worth of Units for each $1 of accrued interest on the Loan at the date
of closing of the Proposed Qualifying Transaction. A maximum of 7,468,750
Units would be issued upon conversion of the Loan, assuming $1,400,000 of
principal $75,000 of accrued interest at the date of closing of the Proposed
Qualifying Transaction.
It is also expected that Toptent will offer to its holders of debt, which
constitute the Liabilities, the right to convert their debt in Units, on the
basis of $1.25 worth of Units for each $1 Liabilities converted. In this
manner, Toptent wishes to reduce the assumed Liabilities by approximately
$240,000. A maximum of 1,500,000 Units would be issued upon conversion of the
Liabilities, assuming the conversion of $240,000 of Liabilities at the date of
closing of the Proposed Qualifying Transaction
The conditions precedent to the completion of the Proposed Qualifying
Transaction are the following:
(i) the completion of a due diligence of the Target Company and PSEC by
Toptent;
(ii) receipt of a sponsorship report from a firm recognized by the
Exchange, in accordance with the requirements of the Exchange;
(iii) the assignment of the Patents by Mr. Paul-Andre Bouchard in favor
of the Target Company;
(iv) receipt of all required regulatory authorizations pursuant to laws,
regulations and applicable policies;
(iv) the absence of any adverse material change in the Target Company's
and PSEC's affairs between the date of the financial statements of
these companies and the date of the closing of the Proposed
Qualifying Transaction;
(v) the signature by Toptent, at the date of closing of the Proposed
Qualifying Transaction, of an employment agreement, at its
satisfaction, with Mr. Paul-Andre Bouchard of a minimum term of
two (2) years and for a salary equal to 90% of the annual salary of
the President and Chief Executive Officer of Toptent;
(vi) the signature by Toptent, at the date of closing of the Proposed
Qualifying Transaction, of an employment agreement, at its
satisfaction, with Mr. Richard Labbe, Mr. Jean Dionne, Mr. Eric
Vincelette and Mr. Stephane Yannako.
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The head office of the Target Company is located at 1562 Van Horne Street, Outremont, Quebec, H2V IL5. The Target Company was incorporated on September 30, 1996, pursuant to Part IA of the Companies Act (Quebec). The true Vendor relating to the Share Acquisition part of the Proposed Qualifying Transaction is the sole shareholder of the Target Company, Mr. Paul-Andre Bouchard of Outremont, Quebec.
Mr. Paul-Andre Bouchard is the inventor of the Parabris concept following an idea generated in 1997-98. He slowly initiated the development of the concept from 2000 to September 2002. The American patent was granted May 16 2006 and PSEC was granted an exclusive worldwide license for the commercialization of the Parabris. Mr. Bouchard successfully used the Parabris at a number of events throughout Quebec and Florida, such that the Parabris is ever more present in the rapid-deployment tent market. PSEC commercialized the Parabris by targeting both the rapid-deployment tent rental market and retail markets for individuals and companies wishing to acquire a Parabris for personal use.
The head office of PSEC is located at 1562 Van Horne Street, Outremont, Quebec, H2V IL5 and all the important assets of the PSEC are located at such address. PSEC was formed as a limited partnership on August 13th 2003 under the Civil Code of Quebec and is specialized in the conception and marketing of quick deployment tents (the "Parabris") intended for corporate, institutional and governmental markets, as well as in the sport and entertainment industry. The Parabris is a clearspan tent that opens like an umbrella. It is erected by a hydraulic central mast mounted on a trailer. Once opened, the tent stands securely on its 12 feet. The retractable mast then folds back onto its trailer. Paul-Andre Bouchard is the owner of the patent on the Parabris technology, but, as mentioned previously, it is expected that Mr. Bouchard will assign the patents to the Target Company prior to the closing of the Proposed Qualifying Transaction. The true Vendors relating to the PSEC Asset Acquisition part of the Proposed Qualifying Transaction is the general partner of PSEC, that is to the Target Company.
Toptent has asked that the financial statements of PSEC and the Target Company be audited and expects the audit to be completed over the next two weeks.
After giving effect to the Proposed Qualifying Transaction, and assuming the maximum Private Placement and the conversion of the Loan, but excluding the conversion of the Liabilities, 46,094,905 common shares of Toptent will be issued and outstanding, of which 2,666,667 shares were issued as discount seed capital for a price of $0.075 per share, 7,209,488 shares were issued at the closing of Toptent's initial public offering of last June 27, for a price of$0.15 per share, 13,750,000 shares will have been issued upon completion of the Proposed Qualifying Transaction, 15,000,000 shares on closing of the Private Placement and 7,468,750 shares upon conversion of the Loan.
Toptent has granted 987,612 options to its directors allowing them to acquire 987,612 common shares of Toptent at a price of $0.15 per share for a period of 5 years, subject to the provisions of the stock option agreements and has granted 576,759 options to Blackmont Capital Inc., the agent, as well as the other members of the sales group, having completed the initial public offering of Toptent, allowing them to acquire 576,759 common shares of Toptent at a price of $0.15 per share for a period of 24 months following the date at which the common shares of Toptent will be listed on the TSX Exchange.
Under TSX Venture Exchange policy 2.4, The Proposed Qualifying Transaction will not be subject to the approval of the shareholders of Toptent as it an arm's length transaction.
Once the Proposed Qualifying Transaction is completed, it is anticipated that the insiders of Toptent will be Mr. Valier Boivin, Mr. Pierre Boivin, Mr. Pietro Perrino and Mr. Jean-Denis Talon, being directors of Toptent and and Mr. Jean Dionne as President and Chief Executive Officer, Mr. Paul-Andre Bouchard as Vice-President and Chief Technical Officer and Mr. Richard Labbe as Vice-President and Chief Financial Officer.
Mr. Valier Boivin, a director of Toptent, is a partner of a law firm which acts as legal counsel for Toptent. Mr. Boivin, through Chavajoli Inc., holds 506,666 common shares of the share capital of Toptent and holds personally, 133,000 common shares of the share capital of Toptent. Except what is mentioned previously, Me Valier Boivin is not otherwise related as defined in the policies and applicable securities general instructions. The Target Company, PSEC and their officers and Toptent and its officers are not related parties pursuant to the applicable securities laws.
Mr. Valier Boivin is the President and director of VMCAP inc., the general partner of Fier Ville-Marie, LP. since November 2005 and is Vice-President and director of Gestion du Fonds Fier Boreal 02 Inc., the general partner of Fier Boreal 02, LP since September 7, 2007. Mr. Boivin was a partner of Boivin O'Neil, g.p. from December 1987 to December 31, 2005.
Pierre Boivin was appointed President of the Montreal Canadiens and the Molson Centre on September 2, 1999. From 1994 until his appointment with the Canadiens, Mr. Boivin was the President and Chief Executive Officer of Bauer Nike Inc. Mr. Boivin has devoted his entire career of 26 years to the sporting goods industry, with an emphasis on the creation and development of sports businesses.
Pietro Perrino received his master's degree in Business Administration (MBA) from Universite du Quebec à Montreal in January 2001. He also received in January 2007 a university certification in corporate governance (A.S.C.) from the College des administrateurs de societes of Laval University. In March 1999, he founded Pergui Groupe Conseil Inc. where he assists corporate managers in honing their strategic positioning and business development. Pergui Groupe Conseil's clients include businesses and organizations working primarily in the healthcare, energy, transportation, tourism, forestry, professional services and real estate management sectors. In 2005, Mr. Perrino was one of the main founders of ZoomMed Inc (ZMD). which has been listed on the Exchange since August 8, 2006. Mr. Perrino is Chairman of the Board and a director of ZoomMed. Mr Perrino is also director and member of the audit committee of Ranaz Corporation (RNZ), which has been listed on the Exchange since December 28, 2006. He serves on the Board of Directors of Hôpital Maisonneuve-Rosemont and is secretary of the hospital's finance and procurement committee. He is also a director of Societe des Alcools du Quebec. He established the regional economic intervention fund FIER Ville-Marie, LP, designed to assist businesses in obtaining financing in the start-up and development stages. Mr. Perrino is a director of VMCAP inc., the general partner of Fier Ville-Marie, LP. since November 2005 and is a director of Gestion du Fonds Fier Boreal 02 Inc., the general partner of Fier Boreal 02, LP since September 7, 2007.
Mr. Jean-Denis Talon is Chairman of the Board of AXA Canada, an insurance company, since April 2004. For the 20 preceding years, Mr. Talon was President and Chief Executive Officer of AXA Canada.
Mr. Paul-Andre Bouchard, a mechanical engineer, is the inventor of the Parabris and the President of Concept Orion Inc., the general partner of Parabris L.P. Mr. Bouchard has worked for Le Centre de Recherche Industrielle du Quebec from 1977 to 1985 as a research and development engineer. Subsequently, he continues his career in the same sector by launching Concept Orion Inc., an engineering firm that first specialized in helping SMES in their R&D projects and thereafter in the development of its own new technologies. Mr. Bouchard worked with Le Cirque du Soleil for whom he developed stage equipment adapted for Quidam Tour in 1997.
Mr. Richard Labbe acted as President and General Manager for Planteck, a plant science industry, from November 2001 to February 2008. From March 1999 to October 2001, he acted as Vice-President, Finance and Administration for Cenosis Inc.
Mr. Jean Dionne possesses vast experience in business management, mainly relating to sales and marketing, distribution and logistics, in private, as well as public, companies. He worked principally in the field of consumer goods in industries such as renovation, fashion and sport. He was until recently, Executive Vice-President for US Fence, the biggest manufacturer and distributor of North-American outdoor living products. He also worked as Vice- President Worldwide Marketing for Bauer Nike and Executive Vice-President for Tristan & America.
Toptent has made a request to the Exchange in order that the trading of its shares on the Exchange be halted until the closing of the Proposed Qualifying Transaction.
Toptent is presently in negotiations with a potential sponsor. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of its completion and the sponsor report will not constitute a formal estimate of the value of the securities of the Target Company. Moreover, there is no assurance that the Proposed Qualifying Transaction will be completed.
Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements or securities laws, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor disapproved
the contents of this press release. The TSX Venture Exchange has neither
approved nor accepts any responsibility with respect to the veracity or
exactitude of this press release.
For further information: Valier Boivin, Director, Toptent inc., (514) 844-5468
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