LONGUEUIL, QC,
March 1, 2013 /CNW Telbec/ - Section
Rouge Média Inc. ("Section Rouge Média") (TSX VENTURE: SRO), a
company listed on the TSX Venture Exchange, is pleased to announce
that it has entered into an arm's length letter agreement (the
"Agreement") dated on March 1, 2013
with 9124-3204 Québec Inc. pursuant to which Section Rouge Média
will, subject to a number of conditions, acquire all of the issued
and outstanding securities of Les Emballages Cartex Inc.
("Cartex"). The transaction will constitute a reverse take-over
(the "RTO") of Section Rouge Média under the policies of the TSX
Venture Exchange (the "Exchange").
Cartex, a corporation incorporated on
September 17, 1996 governed by the
Business Corporations Act (Québec), offers a complete range
of products and services in packaging. It manufactures display
stand, stylized presentation box, transportation box, separations
and protection corners and protections for transportation of plants
and flowers, mainly in cardboard. It offers also a vast range of
top quality wrapping paper. Cartex carries on its business in
St-Pie, Province of Quebec since September
1996 and in Dorval,
Province of Québec since the acquisition of its Imacor division in
June 2010. For more information
please visit www.emballagescartex.com. In its unaudited year-end
unaudited statements dated March 31,
2012, Cartex showed a profit of $144,821 ($231,258
in 2011) on revenues of $6,408,549
($5,705,510 in 2011). After the RTO,
Section Rouge Média will continue to conduct its current activities
which consists essentially in the edition of the publication "Ma
revue de machineries et d'équipements agricoles" in addition to
Cartex's.
Pursuant to the Agreement, Cartex will become a
wholly-owned subsidiary of Section Rouge Média and the shareholder
of Cartex, 9124 -3204 Québec Inc., will hold approximately 59% of
the common shares of Section Rouge Média. The sole shareholder of
9124 -3204 Québec Inc. is Alain L'Heureux. After the closing of the
RTO and the related transactions identified below, Alain L'Heureux
will hold, via 9124 -3204 Québec Inc., approximately 59% of the
total common shares of Section Rouge Média and no other person will
hold 20% or more of Section Rouge Média. Mr. L'Heureux resides in
St-Roch-de-Richelieu, Province of
Quebec. There are no non
arm's-length parties involved in this transaction.
As a condition of the transaction, Section Rouge
Média will hold a meeting (the "Meeting") of its shareholders to
approve the RTO pursuant to the rules and policies of the Exchange.
The Section Rouge Média shareholders will also be asked to approve
a consolidation (the "Share Consolidation") of the common shares of
Section Rouge Média on a basis of five old shares for one new share
(a "Consolidated Share"). If approved, the Share Consolidation will
become effective prior to completion of the RTO. Section Rouge
Média currently has 39,731,566 common shares outstanding, with the
result that 7,949,313 Consolidated Shares will be outstanding just
prior to the RTO. The former shareholder of Cartex will be issued
20,000,000 Consolidated Shares at an ascribed price of $0.10 each, reflecting a $2,000,000 valuation of Cartex.
In connection with the RTO, Section Rouge Média
has agreed to pay a finder's fee consisting of 900,000 Consolidated
Shares at a deemed price of $0.10 per
share subject to the acceptance of the Exchange.
At the Meeting, Cartex will have the right to
nominate up to five of the directors of the Section Rouge Média
board of directors of Section Rouge Média comprised of six
directors. The shareholders will also be asked to approve a new
name for Section Rouge Média: Groupe Cartex-Imacor Inc.
The current board of directors of Section Rouge
Média consists of Jean-Pierre
Rancourt, Ronald Keenan,
Luc Bergeron and Alain Grenier, with Jean-Pierre Rancourt being the current President
and CEO and Martyne Simard, the
Chief Financial Officer. It is the intention of the parties that,
following the RTO, Alain L'Heureux will become President, CEO and a
director of Section Rouge Média, and Pierre Denoncourt CPA, CA will
be the Chief Financial Officer. Jean-Pierre
Rancourt will remain director and the other directors will
be determined at the Meeting.
Section Rouge Média will make a brokered private
placement of a minimum 5,000,000 Consolidated Shares at
$0.10 each, for minimum proceeds of
$500,000, to close conditional upon
and at the same time as closing of the RTO. The proceeds of this
offering will be used for working capital needs of Section Rouge
Média following the RTO. Section Rouge Média will identify a broker
for the foregoing financing in due course.
Following the closing of the RTO and the
foregoing transactions, Section Rouge Média will have approximately
33,846,313 Consolidated Shares issued and outstanding.
Completion of the RTO is conditional upon, among
other things, due diligence by Section Rouge Média and Cartex and
the negotiation and execution of definitive documentation.
Completion of the transaction is subject to a
number of conditions, including Exchange acceptance and
disinterested 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 to be prepared in
connection with the transaction, any information released or
received with respect to the RTO may not be accurate or complete
and should not be relied upon. Trading in the securities of Section
Rouge Média should be considered highly speculative.
The TSX Venture Exchange has in no way passed
upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
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.
SOURCE SECTION ROUGE MEDIA INC.