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Newlook to acquire ADH Custom Metal Fabricators Inc.

NEWS RELEASE


NEWLOOK CAPITAL CORP. ("NLK-V")

Suite 1304 -- 925 West Georgia Street
Vancouver, BC
V6C 3L2


NEWLOOK TO ACQUIRE ADH CUSTOM METAL FABRICATORS INC.

Newlook Capital Corp. (the "Company"), a capital pool company pursuant to Policy 2.4 (the "CPC Policy") of the Canadian Venture Exchange Inc. ("CDNX"), is pleased to announce that on December 19, 2001 it entered into an agreement (the ADH Agreement") to acquire Vision Unlimited Equipment Inc. (and through it, its wholly owned subsidiary, ADH Custom Metal Fabricators Inc.).

The two companies (ADH / Vision") are Ontario corporations which are presently owned by Eiger Technology Inc., a TSE / NASD OTCBB listed company (Eiger"). Eiger is in the process of divesting its non-core assets including ADH / Vision to allow it to focus on its core businesses of manufacturing of technology devices (such as MP3 players) and provision of on-line long distance services.

The Company intends that the resulting transaction will constitute the Company's Qualifying Transaction pursuant to the policies of the Canadian Venture Exchange.

Business of ADH / Vision:

ADH Custom Metal Fabricator Inc. is a fully integrated custom sheet metal manufacturer that specializes in low volume custom enclosures and cabinets. Using Computer Assisted Design (CAD") technology and Computer Numerical Control (CNC") manufacturing equipment, ADH manufactures a variety of product including custom made transformer enclosures, electrical cabinets, data and relay racks and other fabricated fixtures.

Vision is an inactive holding company which owns all of the issued and outstanding shares of ADH.

ADHs plant is located in Stratford, Ontario with over 55,000 sq ft of manufacturing floor space on 35 acres of land, both the building and the land leased from Eiger (under the terms of a lease expiring November 30, 2008 with a monthly lease payment of $16,041.67 plus GST). The capital equipment in the plant (which is owned by ADH) is specialized for handling large transformer enclosures through an oversized wash, paint and oven cure line. Other machinery includes CNC turret presses, CNC brake presses, shears, welding equipment, spot welding and a wide range of finishing equipment to provide high polishes to stainless & aluminum materials.

ADH was originally owned by Hammond Manufacturing Corp. and was created to fabricate the transformer enclosures that it still manufactures today. In 1987, Hammond decided to sell ADH to its management group and, in 1990, this management group in turn sold ADH to Eiger (formerly Alexa Ventures Inc.). Alexa Ventures Inc. (with ADH as its core business at that time) was listed on the Vancouver Stock Exchange and grew to be a TSE listed issuer. Gerry Racicot, who is to be appointed to the board of directors of Newlook upon closing of the Qualifying Transaction, oversaw as President of Alexa Ventures Inc., its growth and listing on the TSE.

During the 1980s, sales and markets were very favourable for ADH. However, as time passed, the profitable lighting line sales slowed and the data rack business became saturated. ADH, in response, has moved into a wider variety of products in the 1990s including store fixtures, hospital equipment, electronic ballasts and a range of other custom products. During 2001, the ADH plant underwent significant restructuring and alignment of its workforce.

ADH believes that it is now in position, with appropriate staff levels and structures and a building capable of absorbing additional growth, to plan for and achieve growth.

Sales of ADHs products have averaged approximately Cdn $2.5 million for a number of years, with sales in fiscal year 1998 of Cdn $2,590,080, in 1999 of Cdn $2,819,130 and in 2000 of $2,310,370. Audited sales figures for fiscal year 2001 are not yet available but sales are not believed to have varied significantly from fiscal year 2000.

Terms of the Agreement to Acquire ADH / Vision:

Under the terms of the ADH Agreement, the Company will acquire all of the issued and outstanding shares of Vision from Eiger (the ADH / Vision Shares"). The deemed price of the purchase of the ADH / Vision Shares is Cdn $2,400,000 which will be paid by the Company by the issuance to Eiger of 4,800,000 common shares at a deemed price of Cdn $0.50 per common share (the Acquisition Shares").

A portion of the Acquisition Shares are expected to be subject to CDNX surplus security escrow restrictions which permit the release of the Acquisition Shares over a six year period. A portion may also be subject to value security escrow restrictions which would permit the release of the Acquisition Shares over a three year period. As a result of the issuance of the Acquisition Shares, Eiger will become a controlling shareholder of the Company.

The closing of the ADH Agreement is conditional upon the following:

1.   A consolidation (prior to the issuance of the Acquisition Shares) of the presently issued and outstanding capital of the Company on a one for two basis;

2.   The execution of a Finders Fee Agreement calling for the issuance of 240,000 post-consolidated common shares to a finder (as described below);

3.   The transfer, to incoming principals, of 880,000 of the 1,000,000 escrowed directors shares (the Escrowed Principal Shares") held by the present directors of the Company for the sum of Cdn $88,000 (a deposit of Cdn $25,000 on this transfer has already been received by the present directors);

4.   Cancellation of all 200,000 presently outstanding share purchase options of Company; and

5.   Regulatory approval (which in itself is conditional upon the Company meeting the CDNXs minimum listing requirements) and shareholder approval of the ADH Agreement and the transactions contemplated therein.

It is expected that upon completion of the transaction, the Company will be listed as a Tier 2 Industrial Issuer on CDNX.

The Escrowed Principal Shares are eligible for release from escrow as to one-third on each of the first, second and third anniversaries of closing of the Qualifying Transaction (being the closing of the ADH Agreement).

New stock options may be granted to new directors, officers and employees of the Company and its affiliates in accordance with CDNX policies at some future time.

A finder's fee of 240,000 common shares (being 5% of the Acquisition Shares issued to Eiger in the Agreement) is payable in connection with the proposed transaction to Hammer Holdings (St. Thomas) Inc.

The Company intends to seek shareholder approval to change its name to Newlook Industries Corp." concurrently with the closing of the transaction.

New Directors and Officers of Newlook:

The directors and officers proposed for the Company on a post Qualifying Transaction basis are:

Mr. Gerry Racicot - Director: Mr. Racicot brings to the Company extensive experience and expertise in managing public companies. Mr. Racicot is also President of Eiger Technology Inc., a company which began its life listed as a CDNX company (Alexa Ventures Inc.) and is now listed on the Toronto Stock Exchange and traded in the United States on the NASDs OTCBB. Mr. Racicot, through a merger and acquisition strategy, has built Eiger Technology Inc. from a small manufacturing company to a diversified technology company with over $57 million in revenues in fiscal 2000. Mr. Racicot was also (from 1988 to 2001) president of ADH.

Mr. Keith Attoe - CFO, Director: Mr. Attoe has a background in financial and business management and advisory services. He has served in executive roles with a number of companies and is also currently CFO of Eiger Technology Inc. He is a chartered accountant.

Mr. John Ramsbottom -- President, CEO and Director: Mr. Ramsbottom brings to the Company experience and expertise in manufacturing, engineering and finance. Prior to joining ADH as President in 2001, Mr. Ramsbottom was Director of Manufacturing and Engineering at Taylor Pipe Supports, an Ontario company from 1992 to 2001; Engineering Manager at Emerson Electric from 1988 to 1991; and Facilities and Standard Development Manager at Westinghouse Canada from 1978-1988.

None of these persons are British Columbia residents. If required to do so at Closing, the Company may also appoint a British Columbia resident to the board of directors.

Other Insiders of Newco

By virtue of its percentage ownership of the Company upon completion of the Qualifying Transaction, Eiger will be an insider of the Company, and by virtue of being insiders of Eiger the directors, senior officers and other insiders of Eiger will be insiders of the Company. Mr. Gerry Racicot and Mr. Keith Attoe are both currently directors and officers of Eiger and are expected to continue to be directors and officers of Eiger.

Sponsorship

Pursuant to the terms and conditions of an Engagement Letter between the Company and Canaccord Capital Corp. (the "Agent"), the Agent has agreed, subject to completion of satisfactory due diligence reviews of the business of ADH / Vision and the proposed officers and directors of the Company, to act as sponsor for the Company's proposed Qualifying Transaction pursuant to the Policies of CDNX.

The Company will pay the Agent a fee equal to Cdn $32,100 (including GST) and the Agent will also be reimbursed for its legal and other reasonable expenses incurred in connection with sponsorship of the Company's proposed Qualifying Transaction. An agreement to sponsor should not be construed as any assurance whatsoever with respect to the merits of the Company's proposed Qualifying Transaction or the likelihood of completion.

Financing Arrangements

No concurrent financing has been proposed or is expected to be proposed in connection with the Companys acquisition of ADH / Vision. No deposit has been paid by the Company and the ADH Agreement does not contemplate any deposit being paid by the Company. The Companys present working capital of approximately Cdn $35,000 is expected to be used in its entirety to pay sponsorship fees and other costs of the Qualifying Transactions.

In lieu of financing, ADH / Vision anticipates creating an operating line of credit of Cdn $750,000 to fund ongoing operations when needed. In the event that creation of this operating line of credit requires a guarantor, up to 750,000 additional shares (375,000 shares on a post-consolidated basis) may be issued to Eiger as guarantor.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, CDNX acceptance and majority of the minority shareholder approval. 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 of the Company to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Companys potential Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Canadian Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD OF DIRECTORS


Hari Varshney"

Director and President

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Debbie Lew
Varshney Capital Corp
604-684-2181
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