
Tarquin
Group Completes Acquisition of Dipix Technologies
Ottawa, Canada, May 23, 2007 – Tarquin
Group Inc. (TSX VENTURE: TQN), a diversified
industrial technology company, today announced that
it has closed its acquisition of Dipix Technologies
Inc. (“Dipix”). 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,
Nabisco, Sara Lee, and many others.
“We are pleased to add Dipix to our growing
family of successful laser applications and test
companies,” said Don Gibbs, CEO of
Tarquin Group. “The company is a
true market leader and we look forward to helping
it achieve its growth plans.”
The acquisition has been completed by way of an
amalgamation between Dipix and a newly formed wholly-owned
subsidiary of Tarquin. Under the terms of the agreement,
Tarquin issued 579,866 common shares and 144,966
warrants to the shareholders of Dipix. The warrants
are exercisable to purchase common shares of Tarquin
at a price of $0.50 and expire on May 22, 2009.
All shares and warrants issued to Dipix shareholders
are subject to a four-month hold period and will
be held in escrow for a period of up to 12 months,
with one-third being released every four months.
Also in connection with the acquisition, Dipix’s
outstanding debt has been restructured, including
a cash payment of $584,000 to creditors and the
issuance by Tarquin of 302,722 common shares and
75,682 warrants based on a price of $0.50 per share
to settle an aggregate of $151,360.91 in Dipix debt.
Tarquin has also guaranteed the remaining debt of
Dipix. The warrants issued to Dipix creditors have
the same terms as the warrants issuable to Dipix
shareholders in connection with the acquisition
and expire on May 22, 2009. All shares and warrants
issued to Dipix creditors are subject to a four-month
hold period.
Don Gibbs, CEO of Tarquin Group, becomes Chairman
and acting CEO of Dipix in addition to his ongoing
role with the Tarquin Group. Paul Pearl will move
into the position of Executive Vice President Business
Development of Tarquin Group to provide assistance
in merger and acquisition activities. John Lawrence
will assume the position of President and COO of
Dipix. Laura Dierker joins the company as Director
of Marketing and Geoff Evans becomes Director of
Sales.
Combining its unique knowledge of machine vision,
image analysis and material handling, Dipix fills
an important role 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 quality inspection
includes 3D shape, orientation and product colour
for full quality overview of baked goods including
breads, buns, muffins, tortillas, and cookies. Information
is used to manage inputs into the bakery line, adjust
line processes, avoid waste, and ensure a high revenue
stream from bakery lines.
“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 President and COO John Lawrence.
“We look forward to being part of a larger,
successful organization that is focused on building
wealth for its shareholders.”
This announcement follows Dipix’s recent
announcement of a $1.2M US sale of inspection systems
to Tyson Mexican Original, a leading manufacturer
of tortillas.
About Tarquin Group
Tarquin Group Inc. (TSX VENTURE: TQN) is
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.
About Dipix
Dipix Technologies Inc. is the world leader
in delivery of automated inspection and quality
analysis systems for the on-line inspection of manufactured
food products. The company integrates leading-edge
optical inspection with mechanical handling and
management reporting to deliver the industry’s
best vision-based quality inspection systems. Dipix
systems are used by leading manufactured food companies
to reduce operating costs, pinpoint process errors,
reduce variability, and increase the volume of in-spec
delivered goods. Dipix has over 200 installations
in high-volume manufacturers of processed foods
– including 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.
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.
Media please contact:
Heather McCulligh
613-797-8949
heather@hbsmarketing.com
Dipix corporate:
Laura Dierker
613-596-4942. ext. 107
ldierker@dipix.com
Investor relations:
Tarquin Group Inc.
Donald Gibbs, CEO
609-234-6010