BURNABY, BC, Aug. 30 /PRNewswire/ - Bohdan Hryb, President of AimGlobal Technologies Company Inc. (AMEX and TSE: AGT), and Geoff Reed, President of Creation Technologies Inc. are pleased to announce that AimGlobal Technologies Company Inc. (AimGlobal) and Creation Technologies Inc. (Creation) have entered into an agreement pursuant to which Creation and AimGlobal have agreed to amalgamate. The amalgamated company will be called Creation Aim Technologies Inc. and its Board of Directors will consist of the current Board of Directors of Creation (being six individuals) and two members of the current Board of Directors of AimGlobal. Geoff Reed, the current president of privately-held Creation, will serve as President of the new company. The amalgamation is subject to the preparation of a definitive agreement, due diligence, shareholder approval as well as court and regulatory approval. Under the proposal, Creation shareholders will receive approximately 0.6 of a new share of the amalgamated company for each Creation share held. Shareholders of AimGlobal will receive approximately 0.4 of a new share of the amalgamated company for each AimGlobal share held. After the amalgamation, Creation Aim Technologies Inc. will have approximately 17,000,000 shares issued and outstanding of which the shareholders of Creation will own approximately 10,200,000 shares and the shareholders of AimGlobal will own approximately 6,800,000 shares. In order to verify the fairness of the exchange ratios, AimGlobal will engage an independent third party to prepare a fairness opinion. If the fairness opinion indicates a different exchange ratio, then AimGlobal and Creation have agreed to negotiate in good faith to determine a new exchange ratio within the range suggested by the fairness opinion. In addition, AimGlobal has secured a non-brokered private placement in the form of convertible debentures in the aggregate amount of approximately $4,000,000 (CDN). The debentures will have a term of one year and will bear interest at the rate of 12 per cent per annum. The debentures will be convertible into a total of 3,650,000 units at a price of $1.10 per unit. Each unit is comprised of one common share and one non-transferable three year warrant entitling the holder to purchase an additional common share of AimGlobal at a price of $1.10 for the first year with annual $0.15 increments for the remaining two years. Upon completion of this transaction, the resulting company will represent more than $250 million in annual revenues (based on FY01 statements) from electronics manufacturing services (EMS) provided to a range of OEMs from across North America. The new company will be based in Burnaby, Canada and will have more than one thousand employees operating out of eight manufacturing facilities located in British Columbia, Ontario and New York. The combined company will have more than 350,000 square feet of electronics manufacturing space. The Board of the new company will be charged with setting a new corporate vision, and will look to the strong management team at Creation to continue with the restructuring initiatives already underway at AimGlobal. "The merger represents a tremendous opportunity for our company," said Bohdan Hryb, President, AimGlobal Technologies Inc. "Creation is a partner that shares our record for strong growth, rapid expansion and ability to continually broaden the electronics manufacturing capabilities offered to our customers. This merger gives us the ability to consolidate activities, while continuing to ensure the highest level of service to our customers, long-term profitability and security to our shareholders and employees." "Creation brings a track record of aggressive growth, strong management and consistent profitability which, combined with AimGlobal's own record of growth and solid revenues, places the new company as a premier mid-tier electronics manufacturing services provider within the North American market." "AimGlobal and Creation have previously been strong competitors in the North America EMS Industry," said Geoff Reed, President, Creation Technologies. "We are looking forward to sharing best business practices, combining joint purchasing power and pooling our overall skills and talents to deliver even more to our customers in terms of overall efficiency and high quality competitive service." About AimGlobal Technologies Company Inc. Founded 14 years ago, and through its operating subsidiary, AimGlobal Technologies (AMEX and TSE: AGT) serves the medical, aerospace, wireless, telecommunications, industrial, military and emergency services markets. With operations in New York State, Ontario and British Columbia, AimGlobal Technologies is a recognized technical innovator and a leading provider of proprietary microelectronics manufacturing solutions. More information about AimGlobal Technologies Company Inc. is available at: http://www.aimglobaltech.com. About Creation Technologies Inc.: Creation Technologies Inc. is a Contract Electronics Manufacturer with a track record of profitable growth in each of its ten years in business. Creation has plants in British Columbia and Ontario specializing in medium- volume high-complexity mixed-technology printed circuit board assemblies. Creation Technologies provides full service, turn-key manufacturing to customers in the wireless, medical and instrumentation markets and focuses on developing partnerships with customers for long-term business relationships. The company is privately held. More information about the Creation Technologies Inc. is available at: http://www.creationtech.com. Safe Harbor Statement Certain information in this press release contains "forward looking statements" within the meaning of the Securities Exchange Act of 1934, including those concerning the Company's future results and strategy. Actual results could differ from those in the forward looking statements due to a number of uncertainties, including, but not limited to, the demand for the Company's products and services; the size, timing and recognition of revenue from significant orders; increased competition, changes in Company strategy; product life cycles; the impact of rapid technological advances, evolving industry standards, changes in customer requirements, and fluctuations in foreign exchange rates. The Company's expense levels are based, in part, on its expectations as to future revenue and a significant portion of the Company's expenses do not vary with revenue. As a result, if revenue is below expectations, results of operations are likely to be materially adversely affected.
SOURCE AimGlobal Technologies Company Inc.