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EMJ Data Systems — Regulatory Filings 2003
Oct 7, 2003
44754_rns_2003-10-07_37299efe-d373-4509-b933-40fb72def448.pdf
Regulatory Filings
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MATERIAL CHANGE REPORT
Filed pursuant to Section 75(2) of the Securities Act (Ontario) and corresponding provisions of the securities legislation in other provinces
1. Reporting Issuer
EMJ Data Systems Ltd. ("EMJ") 7067 Wellington Road 124 RR 6 Guelph, ON N1H 6J3
2. Date of Material Change
October 1, 2003
3. Press Release
A press release in respect of this material change was issued October 1, 2003. A copy is attached.
4. Summary of Material Change
On October 1, 2003 EMJ Data Systems Ltd. (TSX:EMJ), a distributor of computer products and peripherals, completed the previously announced acquisition of Daisytek (Canada) Inc. ("Daisytek Canada") for approximately U.S.$20 million.
5. Full Description of Material Change
See attached press release.
6. Reliance on Confidential Filing Provisions of Legislation
Not applicable.
7. Omitted Information
No information has been omitted from this material change report.
8. Senior Officers
For additional information with respect to this material change, the following person may be contacted:
Jim Estill, Chief Executive Officer EMJ Data Systems Ltd. P.O. Box 1012, Guelph, ON N1H 6N1 (519) 837-2444, ext. 213
9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Guelph, Ontario this 3rd day of October, 2003.
By: "Rosemary C. Langel" Name: Rosemary C. Langel Title: Vice President, Finance and Secretary
Data Systems Ltd.
Web: www.emj.ca
E-mail: [email protected]
HEAD OFFICE:
PO BOX 1012 STN MAIN GUELPH ON N1H 6N1 (519) 837-2444 TORONTO: (800) 265-7212 FAX (519) 836-1914
CANADIAN BRANCHES:
14480 RIVER ROAD UNIT120 RICHMOND BC V6V 1L4 (604) 270-9324 FAX (604) 270-7834
1313 BORDER STREET UNIT 68 WINNIPEG MB R3H 0X4 (204) 632-5445 FAX (204) 632-5217
3016 5 AVE NE SUITE 206 CALGARY AB T2A 6K4 (403) 207-5400 FAX (403) 207-6060
9770 BOUL HENRI BOURASSA OUEST ST LAURENT QC H4S 1R5 (514) 745-4500 FAX (514) 745-2886
1378 BEDFORD HIGHWAY BEDFORD NS B4A 1E2 (902) 835-1621 FAX (902) 835-9127
2 SOUTHPOINTE AVE OTTAWA ON K2J 4V4 (613) 825-8797 FAX (613) 825-1497
Press Release FOR IMMEDIATE RELEASE
EMJ CLOSES DAISYTEK ACQUISITION
Guelph, ON, October 1, 2003 – EMJ Data Systems Ltd. (“EMJ”) is pleased to announce that it has closed the previously announced acquisition of Daisytek (Canada) Inc. (“Daisytek”).
“This acquisition effectively doubles EMJ's sales,” said Jim Estill, President and Chief Executive Officer of EMJ . “Daisytek is very strong in computer supplies, media, and accessories. Daisytek will be able to grow by offering its products to EMJ’s 3,000 customers and vice versa.”
Daisytek will be run as a separate entity and will retain its current staff.
Pursuant to a private placement completed by EMJ on September 26, 2003 to fund the Daisytek acquisition, of a total of $19.6 million in securities issued, Mr. Estill has acquired ownership of an aggregate of 375,000 First Preference Shares Series A of EMJ at a price of $8.00 per share, representing 35.5% of the issued Preferred Shares. Each Preferred Share is convertible into one Common Share of the Corporation upon the occurrence of certain events with no additional consideration payable upon such conversion. Mr. Estill's investment represents approximately 15% of the gross proceeds raised in the private placement.
Prior to the transaction, Mr. Estill owned or controlled, directly or indirectly, 3,950,366 Common Shares of the Corporation, or approximately 49.75% of the 7,939,885 currently outstanding Common Shares of the Corporation. Assuming the conversion into Common Shares of all securities issued in the private placement, Mr. Estill would own or control, directly or indirectly, 4,325,366 Common Shares or approximately 41.6% of the Common Shares of the Corporation.
The Preferred Shares purchase by Mr. Estill was made for investment purposes. While Mr. Estill has no immediate intention to acquire further securities of EMJ, he may acquire additional securities or dispose of his existing securities on the basis of his assessment of market conditions and in compliance with applicable securities regulatory requirements.
About Daisytek Canada:
Daisytek Canada headquartered in Markham, Ontario is a distributor of computer supplies and media. Daisytek specializes in toner cartridges, inks, paper, ribbons, etc. Other locations are in Montreal and Burnaby. Interested parties can reach Daisytek by the web at www.daisytek.ca
About EMJ Data Systems Ltd.:
EMJ Data Systems Ltd., headquartered in Guelph, Ontario, is a Canadian, publicly owned distributor of computer products and peripherals. EMJ specializes in nichemarket products for Apple, Bar Coding/Auto-ID/Point-of-Sale, Build-To-Order, Digital Video, Networking and Security applications. EMJ has Canadian branch offices in Vancouver, Calgary, Winnipeg, Montreal, and Halifax, as well as one office in the United States. EMJ is traded on the Toronto Stock Exchange (TSX) under the symbol EMJ. For more information about EMJ, visit www.emj.ca
For information, contact:
Jim Estill, President & CEO EMJ Data Systems Ltd. P. O. Box 1012, Guelph, ON N1H 6N1 (519) 837-2444, ext. 213