Roctest Ltd. (TSX: RTT) announced today that it has completed the purchase of all of the issued and outstanding shares of Smartec SA, a privately held Swiss company specializing in the development, production and distribution of measurement and structural health monitoring systems based on fiber optics, GPS technologies and related services for 2,130,000 Swiss Francs (CHF) (approximately $1,890,000 CDN). The completion of this transaction is in accordance with terms previously announced: 1,030,000 CHF have been paid cash at closing as well as 1,000,000 CHF by issuance of 360,000 common shares of Roctest. 100,000 CHF will be paid 24 months after closing, subject to outstanding claims for breaches of representations and warranties set forth in the Share Purchase Agreement.
Mrs. Nicoletta Casanova, President and CEO of Smartec said: "we are proud to become part of the Roctest Group while continuing our mission to provide complete monitoring solutions based on fiber optic sensing and other advanced technologies, particularly for the civil engineering and the oil & gas industries". "Pairing the technologies and experience of Smartec with those of the Roctest group will allow us to provide a unique range of field-proven sensing and monitoring systems to respond to the many diversified needs of our clients." added Mr. Daniele Inaudi, CTO of Smartec.
By acquiring Smartec, Roctest will become the only manufacturer of measuring instruments for the geotechnical and civil engineering markets to offer a complete set of technologies and solutions to meet the requirements of many challenging and demanding environments.
"We are very excited about this transaction and are ready to start integrating Smartec to the Roctest Group" said Mr. François Cordeau, President and Chief Executive Officer of Roctest Ltd. "This acquisition is strategically important and is a great opportunity for us to position ourselves as a major player in our industry" added Mr. Cordeau.
Forward-Looking Statements
Except for historical information provided herein, the press release may contain information and statements of a forward-looking nature concerning the future performance of the Company. These statements are based on suppositions and uncertainties as well as on management's best possible evaluation of future events, and as such involve a number of risk factors. Such factors may include, without excluding other considerations, risks related to foreign exchange fluctuations, evolution in customer demand for the Company's products and services, the impact of price pressure from competitors and general market trends, economics and geopolitical changes. A more complete discussion of the risks and uncertainties facing the Company appears in Roctest's 2005 Annual Report under Management's Discussion and Analysis of Operating Results and Financial Position for fiscal 2005 and the 2005 Annual Information Form available at www.sedar.com. As a result, readers are advised that actual results may differ from expected results. The Company is not required to update or revise publicly its forward-looking statements.
About Roctest
Roctest designs, manufactures and markets sensors and high-precision measuring instruments for the civil engineering, energy, healthcare and industrial control markets. The Company is recognized for its leading-edge technology, the quality of its technical expertise and its product development capabilities for challenging and demanding environments. Its products are mainly sold internationally. The Company has more than 150 employees and its shares are listed on the Toronto Stock Exchange under the symbol RTT.
For further information: François Cordeau, President and Chief Executive Officer, Roctest Ltd, (450) 465-1113, info@roctest.com; www.roctest.com