Vancouver, British Columbia and Calgary, Alberta - June 24, 2003 - Carmanah Technologies Corporation (TSX VE: CMH) and AVVA Technologies Inc. (TSX VE: AVY) are pleased to announce that they have signed a binding letter of intent pursuant to which Carmanah, or a wholly owned subsidiary thereof, will make an offer to acquire all of the issued and outstanding shares of AVVA (the "Proposed Acquisition"). It is currently anticipated that the Proposed Acquisition will be completed by way of an amalgamation, subject to receipt of tax and corporate planning advice for both parties.
Carmanah and AVVA have agreed, on a preliminary basis, that Carmanah will issue to AVVA shareholders 1 common share for every 8 AVVA shares outstanding subject to an independent valuation or fairness opinion (if one is obtained) and due diligence results. The deemed price per Carmanah share will be $0.95 being the closing CMH share price on June 23, 2003. The deemed price per AVVA share will be $0.11875. A 1 for 8 ratio would also be applied to AVVA's issued options and warrants.
The Proposed Acquisition was negotiated at arm's length between the parties. It is anticipated that Tom Charlton and Mark Komonoski will continue their relationship with AVVA following completion of the Proposed Acquisition. Carmanah also intends to grant 200,000 incentive stock options to proposed directors and officers of AVVA in conjunction with the closing of the Proposed Acquisition. A $0.95 price per share is hereby reserved for such grant of stock options listed above.
Completion of the Proposed Acquisition is subject to various conditions precedent, including but not limited to completion of a mutual due diligence process and the approval of the TSX Venture Exchange Inc. In addition, if the Proposed Acquisition proceeds by way of an amalgamation between AVVA and a wholly owned subsidiary of Carmanah, the shareholders of AVVA will be asked to approve the Proposed Acquisition at a special meeting of shareholders.
"As part of our business strategy, Carmanah has been clear that we wish to add either expanded technical expertise or enhanced route to market through appropriate acquisitions or alliances. AVVA meets both of these criteria plus offers the added benefit of increased manufacturing in the area of LED edge lit lighting products. The edge lighting expertise of AVVA plus their early in-roads into the North American highways markets are complimentary to the objectives and opportunities in front of us at Carmanah. We see obvious benefits for all stakeholders and plan to focus on the many revenue based synergies that exist between the two companies" says Art Aylesworth, CEO of Carmanah Technologies.
"It has been a directive of AVVA's Board to pursue growth opportunities that would diversify and compliment its product lines and technology," stated Tom Charlton, Chairman of AVVA Technologies Inc. "Carmanah has tremendous resources in research and development. Its valuable knowledge in solar power and LED technologies will greatly enhance AVVA's edge-lit product line. Together, both companies can offer their shareholders a more diversified and exciting future."
"I believe combining the two companies will benefit both groups of shareholders and is immediately accretive, the sum is greater then the parts. We are excited and look forward to contributing to the combined team" added Mark Komonoski, CEO of AVVA.
About AVVA Technologies Inc.
AVVA designs, manufactures and distributes the world's finest, energy-efficient, illuminated sign products for corporate identity, point-of-purchase sales, architectural and gaming applications. The shares of AVVA are publicly traded on the TSX Venture Exchange under the symbol "AVY".
About Carmanah Technologies Inc.
Carmanah is an award winning alternative energy manufacturer specializing in patented, proprietary solar-powered LED lighting solutions for the marine, transit, roadway and railway markets. The company has more than 50,000 units installed in 110 countries. The shares of Carmanah Technologies Corporation (parent company) are publicly traded on the TSX Venture Exchange under the symbol "CMH" and on the Berlin and Frankfurt Stock Exchanges under the symbol "QCX". For further information, please visit www.carmanah.com.
On Behalf of the Board of Directors
Carmanah Technologies Corporation
Praveen Varshney, Director
On Behalf of the Board of Directors
AVVA Technologies Inc.
" Tom Charlton "
Tom Charlton, Director
Corporate and Investor Contact:
Mr. Praveen Varshney, Director
Telephone: (604) 629-0264
Mr. Mark Komonoski
Tel: (403) 861-8384
Mr. David Davies
Telephone: (250) 382-4332
This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are described under the caption "Note Regarding Forward-looking Statements" and "Key Information - Risk Factors" and elsewhere in our Annual Report for the fiscal year ended December 31, 2002, as filed with the U.S. Securities and Exchange Commission and which are incorporated herein by reference. These risks and uncertainties are also described under the caption "Risk Factors" in our Annual Information Form dated December 31, 2002, as filed with the British Columbia Securities Commission and which are incorporated herein by reference. We do not assume any obligation to update the forward-looking information contained in this press release.