8 January, 1997
Estec Acquires Engineering Company
The management and directors of ESTec Systems Corp. ("ESTec")
and Allan R. Nelson Engineering Ltd. ("ARNE") are pleased
to announce a share purchase agreement whereby ESTec purchases Allan
R. Nelson Engineering 1997 Inc. ("ARNE 1997"). The agreement
allows ESTec to purchase all the issued and outstanding shares of
ARNE 1997 from ARNE for C$465,000. ESTec will pay the purchase price
by issuing 3.1 million common shares of ESTec at a price of $0.15
per common share. The purchase agreement is subject to shareholder
approval and acceptance by the Vancouver Stock Exchange.
The above transaction is not at arms length. ARNE currently owns
32% of the outstanding common shares of ESTec and the primary shareholders
of ARNE, being Allan R. Nelson and Margaret H. Nelson, also hold
a further 15% of ESTec's issued and outstanding common shares.
Allan R. Nelson Engineering (1997) Inc. is comprised of a group
of professionals who have provided engineering services to the Mining,
Construction, and Petroleum Industries since 1966. The company's
experience is primarily in the areas of drilling rig design and
construction, heavy equipment design, mining equipment and appraisal,
general machinery design and insurance investigations and appraisals.
The acquisition of all the issued and outstanding shares of ARNE
1997 serves a number of purposes for both companies in terms of
business development. For ARNE 1997 this will entail business development
activities in the areas of marketing and product development. ESTec
management believes there are significant opportunities to improve
the level of sales generated by ARNE 1997 in the forensic and certification
areas of the business. The strategy is to employ more resources
to market the existing expertise of ARNE 1997 and to build on that
strength by hiring more qualified engineers to expand the business.
As a subsidiary of the public company, some additional financing
alternatives will be made available for the development of new products
which ARNE 1997 will develop for the oil and gas services market
in 1998.
For ESTec this acquisition will help it realize its expansion
plans for the Information Technology side of its business. Having
ARNE 1997 a wholly owned subsidiary of ESTec will improve the company's
financial position significantly. The improved financial position
and ownership of a reliable cash generating asset will facilitate
ESTec's plans to expand through acquisitions.
The Vancouver Stock Exchange requires a number of conditions be
met for the successful completion of this transaction. This transaction
is classified as a major transaction. The purchase price of ARNE
was determined by independent business valuators. The firm of Evans
and Evans Inc. of Vancouver B.C. was retained for this purpose.
Their resultant valuation report will become part of ESTec System's
public file and was the document on which the purchase price of
Allan R. Nelson Engineering (1997) was based. An information circular
providing the details of this transaction will be sent to all existing
ESTec shareholders shortly. A shareholder meeting will be called
where shareholders can vote on the transaction as presented in the
information circular. The special shareholder meeting will take
place February 27 at ESTec's Edmonton office.
On behalf of the Company
A. B. Nelson
President
THIS NEW RELEASE WAS PREPARED BY THE MANAGEMENT OF THE COMPANY
WHO ACCEPTS SOLE RESPONSIBILITY FOR ITS CONTENTS. THE VANCOUVER
STOCK EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED OF THE CONTENTS
OF THIS RELEASE.
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