Engagements

Komtech Inc.

Komtech Inc. (“Komtech”) filed a Notice of Intention to Make a Proposal (“NOI”) pursuant to the provisions of the Bankruptcy and Insolvency Act (“BIA”) on Wednesday, March 2, 2011 and A. Farber & Partners Inc. (“Farber”) was appointed as Proposal Trustee.

The effect of the Notice of Intention to Make a Proposal is that it provides an initial 30-day stay over all creditors for all amounts outstanding effective March 2, 2011 (i.e. all amounts outstanding at March 2, 2011 and prior) whilst the Company formulates a Proposal to be presented to its creditors.

Please find below a copy of the Certificate and Notice of Intention Package sent to Creditors on March 8, 2011. 

On March 31, 2011, by Order of the Honourable Justice Kane, the deadline to file a Proposal was extended by 45 days to May 16, 2011.

On May 12, 2011, by Order of the Honourable Justice Kane, the deadline to file a proposal was extended to May 18, 2011.

Komtech did not file a Proposal with the Proposal Trustee by May 18, 2011 and accordingly was deemed to have filed an assignment in bankruptcy on May 19, 2011.  A copy of the Certificate of Assignment and the Notice to Creditors package is posted below.

IMPORTANT UPDATE

Please note that subsequent to the closing of the Stalking Horse APA, discussed below, the purchaser (2279591 Ontario Inc.) changed its name to Komtech Enterprises Limited. Komtech Enterprises Limited is now carrying on the former operations of Komtech Inc. Komtech Enterprises Limited can be reached by phone at (613) 591-3230.

Komtech Inc. changed its name to 1763018 Ontario Inc. on May 16, 2011.  1763018 Ontario Inc. is now a shell company and is deemed to have made an assignment in bankruptcy.

Sales Process

Farber is assisting Komtech in its capacity as Proposal Trustee with the sale of its right, title and interest in the property, assets and undertaking of Komtech (the "Assets").  Komtech obtained court approval of a "stalking horse" sale process which included the approval of an initial offer ("Stalking Horse Bid" or "Stalking Horse APA").  A copy of the court order dated April 27, 2011 approving the Stalking Horse Sale Process and the Stalking Horse Bid is attached herein.

Prospective bidders were invited to complete the attached Confidentiality Agreement and provide same to Farber.  Once the prospective bidder was determined to be a Qualified Bidder, said bidder was permitted access to a secure data room containing a confidential information memorandum and related documents and to conduct due diligence.

• Komtech Information Sheet
• Komtech Confidentiality Agreement

A "Qualified Bidder" is a potential bidder that Farber, in consultation with the Lenders, determines is likely (based on financial information submitted by the bidder, the availability of financing, experience and other considerations deemed relevant by Farber) to be able to consummate a sale if selected as the successful bidder.

The Stalking Horse Bid served as the initial offer against which all other offers were to be compared during the sales process.  If other qualified offers were presented during the sales process there would have been an ensuing auction to arrive at a final accepted offer.  If no further offers were received, Komtech would proceed to close the Stalking Horse APA.  The approved Bid Deadline was 12:00 PM EDT (noon) on May 5, 2011.

The Stalking Horse Process was completed on May 5, 2011. Set out in the Proposal Trustee’s Third Report below is a detailed reporting on the Stalking Horse Process, and recommendations regarding a motion to approve the completion of a sale transaction contemplated by the asset purchase agreement (“Stalking Horse APA”) between Komtech and 2279591 Ontario Inc. (the “Purchaser”) dated as of April 18, 2011 as amended on April 26, 2011. In addition, motion materials dated May 10, 2011 are also posted below. The matter was heard by the Court on May 12, 2011.  Below is the Order of the Honourable Justice Kane approving, inter alia, the transaction with the Purchaser and vesting all of Komtech's right, title and interest in the Assets to the Purchaser, subject to the Proposal Trustee filing the Closing Certificate with the Court.

The Stalking Horse APA transaction closed on May 18, 2011.

Proposal 

• Certificate of Filing a Notice of Intention to Make a Proposal, dated March 2, 2011
• Notice of Intention Package, dated March 7, 2011

Motion Materials

• Notice of Motion dated April 19, 2011 returnable April 20, 2011
• Proposal Trustee's Second Report dated April 19, 2011
• Exhibits to Raj Mathur's Affidavit contained in the April 19th Notice of Motion materials
• Proposal Trustee's Supplement to Second Report dated April 27, 2011
• Supplementary Affidavit of Raj Mathur sworn April 26, 2011
• Further Supplementary Affidavit of Raj Mathur sworn April 26, 2011
• Notice of Motion dated May 10, 2011 returnable May 12, 2011
  • Part 1
  • Part 2
  • Part 3
  • Part 4
  • Part 5
• Proposal Trustee's Third Report dated May 10, 2011

Court Orders

• Order of Justice Kane approving extension, dated March 31, 2011
• Order of Justice Kane approving Stalking Horse Sale Process, dated April 27, 2011
• Order of Justice Kane approving the transaction in the Stalking Horse APA and extending the NOI period to May 18, 2011, dated May 12, 2011

Bankruptcy

• Certificate of Assignment dated May 19, 2011
• Notice to Creditors Information Package dated May 25, 2011