MONTREAL, QUEBEC — (Marketwire) — 11/18/11 — Saratoga Electronic Solutions Inc. (“Saratoga”)(TSX VENTURE: SAR) is pleased to announce th at, further to its earlier announcements, it has entered into a definitive share purchase agreement (the “Purchase Agreement”) pursuant to which it has agreed to sell all of the shares of its wholly-owned subsidiary Car-Tel Distributions Inc. (“Car-Tel”) to 7999291 Canada Inc., a corporat ion controlled by Luc Charlebois, a shareholder and director of Saratoga and an officer of Car-Tel (the “Transaction”). Saratoga also announces that it has mailed its notice of meeting and management information circular (the “Information Circular”) dated November 17, 2011 in connection with its upcoming annual and special meeting (the “Meeting”) at which the holder s of Saratoga-s common shares (the “Shareholders”) will be asked to approve, among oth er matters, the Transaction. The Meeting is scheduled to be held at 2:00 p.m. (Eastern time) on December 15, 2011, at Saratoga-s head office, located at 2975 Hochelaga, Montreal, QuebecH1W 1G1.
The Information Circular contains details concerning the Transaction, the Purchase Agreement, voting at the Meeting and other related matters. Shareholders are urged to carefully review the Information Circular and accompanying materials (collectively, the “Meeting Materials”) as they contain important information regarding the Transaction.
Copies of the Meeting Materials and the Purchase Agreement are available electronically under Saratoga-s profile on the SEDAR website ( ).
Forward-Looking Statements
This news release contains certain forward-looking statements concerning, among other matters, Saratoga-s proposed sale of Car-Tel. These statements are based on certain assumptions and analyses made by Saratoga in light of management-s experience and perception of current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to expectations, and whether Saratoga is ultimately successful in consummating the sale of Car-Tel, is subject to a number of risks, uncertainties and assumptions, including the ability to obtain the requisite approvals in connection with such sale, as well as those discussed in Saratoga-s Annual Report and Management-s Discussion and Analysis. Consequently, all of the forward- looking statements in this news release are qualified by these cautionary statements, and there can be no assurance as to Saratoga-s ability to consummate the sale of Car-Tel or as to Saratoga-s ability to enhance shareholder value through this process. Moreover, there can be no assurance that the results or developments anticipated by Saratoga, including as regards its financial resources, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Saratoga. Saratoga undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Mr. Georges Durst
President and Chief Executive Officer
Saratoga Electronic Solutions
514-529-0663
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