OTTAWA, ONTARIO--(CCNMatthews - April 13, 2007) - Tarquin Group Inc. (TSX VENTURE:TQN), a diversified industrial technology company, today announced that it has reached an agreement with DIPIX Technologies Inc. ("DIPIX") setting out the terms pursuant to which Tarquin will acquire the company. DIPIX is the world leader in the design and implementation of automated inspection solutions for processed foods, including baked goods, snacks, confections, tortillas, cookies and biscuits. It currently supports over 200 product installations with customers such as McDonald's, Mission Foods, Sara Lee, Weston's, and many others.
The acquisition is expected to be completed by way of an amalgamation between DIPIX and a newly formed wholly owned subsidiary of Tarquin. Under the terms of the agreement, Tarquin will issue approximately 850,677 common shares and 212,669 warrants to the shareholders and debt holders of DIPIX. The warrants will be exercisable to purchase common shares of Tarquin at a price of $0.50 for twenty-four months following closing. Tarquin will also guarantee the debt of DIPIX on completion of the acquisition. All shares and warrants issued in connection with the acquisition will be subject to a four month hold period and 579,866 of the common shares and 144,967 of the warrants will be held in escrow for a period of up to twelve months from closing with one third being released every four months.
The transaction is subject to DIPIX shareholder approval, TSX Venture Exchange approval and customary closing conditions and is expected to close in the first quarter of Tarquin's fiscal year. Tarquin has received contractual commitments from a majority of the DIPIX shareholders to approve the transaction.
"We are excited with the prospect of adding DIPIX to our growing family of successful laser applications and test companies," said Don Gibbs, CEO of Tarquin. "We look forward to helping DIPIX achieve its aggressive market-driven growth plans.."
Combining its unique knowledge of machine vision, image analysis and material handling, DIPIX fills an important roll between the end of the manufacturing line and the beginning of the packaging line. Its systems ensure that every food product is identified, analyzed and, if necessary, individually removed from the product stream. Full product inspection includes top and bottom colour, 3D shape and size.
"Since 1992 DIPIX has independently built a strong technology and customer base and we are now eager to work with Tarquin to accelerate the growth of the company in key markets," said DIPIX CEO Paul Pearl. "We look forward to being part of a larger, successful organization that is focused on building wealth for its shareholders."
This announcement follows Tarquin's recent acquisition of Process Photonics, a supplier of laser-based material processing, test and inspection systems for the PCB, electronics assembly, semiconductor and medical device industries.
The goal of Tarquin Group Inc. (TSX VENTURE:TQN) is to become a diversified industrial technology company providing solutions to the global manufacturing market. Acting strategically in desirable niche markets worldwide, it is expected that Tarquin's structure and processes will ensure superior product solutions for customers while driving profitable growth for all its stakeholders. Tarquin's target companies are niche market leaders in the fields of laser applications and test, measure and control solutions for manufacturing. For more information visit: www.tarquingroup.com.
DIPIX Technologies Inc. is the leader in design of 2D and 3D machine vision systems for the on-line inspection of manufactured food products. The company's QualiVisionTM machine-vision inspection systems are uniquely engineered to integrate leading-edge optical and electronic hardware, software and mechanical handling. DIPIX markets include high volume manufacturers of baked goods and snack foods - the customer base includes many major international corporations. The company was founded in 1992 and is headquartered in Ottawa Canada. For more information, visit www.dipix.com.
Forward Looking Statements
This news release contains forward-looking information. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. There are a number of closing conditions beyond the control of Tarquin Group Inc. that could result in the termination of the proposed acquisition of DIPIX. These forward-looking statements are made as of the date hereof and Tarquin Group Inc. does not assume any obligation to update or revise them to reflect new events or circumstances.
The TSX-Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Tarquin Group Inc.
Donald Gibbs, CEO
613-236-8359 extension 2013