VICTORIAVILLE, QC, May 30, 2013 /PRNewswire/ - Gestion G. Aubert Ltée, which is controlled by Mr. Guy Aubert, currently the second largest beneficial shareholder of CVTech Group Inc. ("CVTech" or the "Company"), issued a letter on May 27, 2013 to shareholders of CVTech.
Gestion G. Aubert Ltée, which had attempted in May 2012 to replace the board of directors of CVTech, has distributed a detailed letter to the shareholders of CVTech in view of to the annual shareholders meeting to be held on June 4, 2013.
The letter brings to the attention of shareholders certain information which has not been disclosed to them by management or the board of directors, notably:
- On January 30, 2013, a written offer was made by a leading NYSE listed electrical contractor (the "Interested Party") to acquire CVTech for $1.65 per share. The offer, which represented a 45% premium on the share price at previous closing, was declined by the leadership of CVTech.
- At the end of March 2013, the Interested Party improved its offer to $1.95 per share. This offer, which represented a 70% premium on the share price at previous closing, was once again declined by the leadership of CVTech, which did not even try to negotiate with the Interested Party.
The offers received were significant and thus should have been pursued by CVTech's board of directors. At the very least, shareholders should have been informed and allowed to decide whether or not the Company should be sold. Shareholders should have been given the right to decide if $1.95 per share was an acceptable offering price for their shares in CVTech.
- The Notice of the Annual and Special Meeting of Shareholders and Management Proxy Circular asks the shareholders to approve new by-laws passed by the board on May 2, 2013 without disclosing:
- that the new by-laws restrict the voting rights of shareholders where the vote is taken by show of hands;
- that the new by-laws eliminate the minimum notice of 24 hours for the convening of a special meeting of the board, permitting such meetings to be held on written or verbal notice of only 1 hour in situations considered urgent by the Chairman, President or Managing Director, in their discretion;
- that the new by-laws restrict the ability of the board to remove an officer of the Company where the appointment is governed by a special contract;
In the letter, Gestion Guy Aubert Ltée recommends that shareholders refuse to approve the new by-laws. It also casts a critical eye on the CVTech financial results for 2012 and the first quarter of 2013.
Gestion Guy Aubert Ltée also emphasizes that despite the earlier deadline for US shareholders to vote on the ProxyEdge website, all shareholders have until 5 p.m. Eastern Time on Friday, May 31, 2013, to vote by telephone or by fax.
SOURCE Gestion G. Aubert Ltée