Electronics Production | November 17, 2005

Mindready acquires UTTC

Mindready Solutions Inc. is pleased to announce the acquisition of UTTC United Tri-Tech Corporation ,an electronics manufacturing services company with sales of $50 million for the 12 months ended September 30, 2005, an EBITDA* of $4 million and more than 200 employees. Closing is subject to consent by UTTC's banking syndicate and customary conditions.
Headquartered in Cornwall, Ontario, UTTC is a leader in highly complex, medium-volume products incorporating radio frequency and other high-end technologies used primarily in the military and communications industries, with a focus on rapidly growing wireless end-markets.

"This is a very exciting transaction for the shareholders of Mindready and UTTC, creating a new company with the critical mass to compete effectively in high-growth markets," said Claude Delage, president & CEO of Mindready. "UTTC has strong customer relationships with leading Original Equipment Manufacturers ("OEM") and a very capable team with many years of operational experience in high technology. The two companies are an excellent strategic and operational fit."

Servicing leading OEMs in the wireless telecommunication and military electronics markets, UTTC offers design, prototyping, full turn-key manufacturing, new product introduction, system integration and testing, engineering support, supply chain management, final system assembly and after sales support. Its customers include Ultra Electronics (formerly Canadian Marconi Corporation), EMS-Technologies, NCR, the US military, Verizon, AT&T and JDS Uniphase. The majority of its EMS revenue is secured by long-term agreements that include negotiated price levels and inventory management terms.

UTTC also has its own line of microwave products that are designed and marketed through its Northern Radio and Wireless (NRW) division in Montreal, Quebec. NRW has networks deployed in Caribbean and Latin America, North America and Asia.

"We were attracted to Mindready because of a common vision to grow, the complementarity of our business models and the financial flexibility offered by their public platform," said Joseph A. Ippoliti, president & CEO of UTTC. "This transaction allows us to accelerate growth in the U.S. market and to expand internationally."

Under the terms of the transaction, UTTC shareholders will receive 10,891,089 common shares of Mindready and 2,000,000 warrants exercisable at a price of $1.01 with a term of three years, for a total consideration of $11.0 million.


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