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Adsero Corp. Closes Acquisition of Teckn-O-Laser

8 Feb, 2005

Adsero Corp. Closes Acquisition of Teckn-O-Laser

Adsero Corp. announced it has completed the acquisition of 100% of the shares of Teckn-O-Laser Global Inc., a North American leader in the cartridge remanufacturing industry, with facilities located in Montreal, Toronto, Quebec City and Memphis, TN.

Teckn-O-Laser (www.teckn-o-laser.com) was founded in 1988 by Mr. Yvon Léveillé, and has grown revenues in excess of $30 million annually. Teckn-O-Laser produces high quality replacement cartridges for toner and inkjet printers. For three years in a row, Teckn-O-Laser was named one of Canada’s 50 Best Managed Private Companies. In addition, in 2004, Teckn-O-Laser was honored for its contribution to the industry by Recharger Magazine, one of the leading industry publications.

“I am extremely excited to complete our first acquisition as part of our overall strategy. Teckn-O-Laser provides Adsero with one of the leading companies in the recharger industry and comes with a proven management team. I am pleased to be handing over the role of President and CEO of Adsero to Mr. Yvon Léveillé and I remain committed to Adsero and will retain my seat on the Board of Directors,” said Dr. Wayne Maddever, former President and CEO of Adsero Corp.

Mr. Léveillé, President and CEO of Adsero stated, “We can now begin executing our plan to become the dominant player within the cartridge aftermarket industry. I believe the timing is right for consolidation, as the industry is currently very fragmented with a large number of small players competing in a segment which is estimated to grow to in excess of $9 billion by 2006. In order to compete, players will need to achieve economies of scale and develop expanded sales channels. We feel this provides a huge opportunity to establish Adsero as the dominant player within this industry.”

Consideration for the transaction is payable as follows: approximately US$2.4 million in cash on closing, $1.6 million in retractable preferred shares, retractable over the next 14 months, $3.5 million payable over three years based on minimum earnings targets, and 6.5 million common shares of Adsero Corp. representing an estimated 25% of the total issued and outstanding stock of Adsero Corp. at closing, and 300,000 options for Adsero stock exercisable at the market price at closing. Six million of the shares are subject to a three-year lock-up agreement.

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