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Montreal, August 19, 2008 - Dectron
Internationale (TSX: DTL):
DECTRON COMPLETES GOING PRIVATE TRANSACTION
Montreal, August 19, 2008 – Dectron Internationale, Inc.,
(“Dectron”) (TSX: DTL) announces that it has completed its going private transaction.
Dectron amalgamated on August 18, 2008 with 6997007 Canada Inc. and 6996990 Canada Inc.,
corporations controlled by Ness Lakdawala, President, Chief Executive Officer and Chairman
of the Board of Dectron, certain members of Mr. Lakdawala’s family and Leonard B. C. Schlemm,
a principal shareholder of Dectron (the “Buying Group”).
The amalgamation resulted in the privatization of Dectron.
Pursuant to the amalgamation all of the issued and outstanding common shares
of Dectron owned by shareholders, other than members of the Buying Group (the “Minority Shareholders”),
were converted into redeemable preferred shares (the “Redeemable Preferred Shares”) of the corporation resulting from the amalgamation.
Each Redeemable Preferred Share was immediately redeemed for $4.20 in cash. In essence, current holders of common shares of Dectron
(other than members of the Buying Group) will receive $4.20 per share
The amalgamation was approved at Dectron’s annual and special meeting of shareholders held on
August 8, 2008 by 99.11% of all the votes cast and by 91.6% of the votes cast by Minority Shareholders,
as required under applicable corporate and securities legislation.
Dectron expects that Computershare Investor Services Inc.,
the depositary for the amalgamation, will begin mailing cheques to shareholders who
have already deposited their share certificates and letter of transmittal as soon as
practicable, but in any event not later than September 2, 2008.
An application has been made for the common shares of Dectron
to be delisted from the Toronto Stock Exchange and Dectron will shortly cease to be
a reporting issuer under the securities laws of Quebec and Ontario.
This release contains forward-looking statements. These statements involve
a number of risks and uncertainties and actual results could differ materially
from those projected. These forward-looking statements regarding future events
and the future results of Dectron Internationale Inc. are based on current expectations,
estimates, forecasts, and projections about the markets in which we operate and
the beliefs and assumptions of our management. Words such as “expects,”
“anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words, and similar expressions
are intended to identify such forward-looking statements. In addition,
any statements that refer to projections of our future financial performance,
our anticipated growth and trends, and other characterizations of future events
or circumstances, are forward-looking statements. Readers are cautioned that
these forward-looking statements are only predictions and are subject to risks,
uncertainties, and assumptions. Therefore, actual results may differ materially
and adversely from those expressed in any forward-looking statements.
Readers are referred to the cautionary statements and important factors discussed
in our Annual Information Form for the year ended January 31, 2007 for further information.
We undertake no obligation to revise or update publicly any forward-looking statements
for any reason, except as required by law.
Dectron Internationale, Inc. . is a global provider of custom and
semi-custom IAQ (indoor air quality) and HVAC-R (heating, ventilation and air
conditioning and refrigeration) products and services to the building systems,
food processing, medical, petrochemical, and various industrial and commercial
markets. Established in Montreal, the Company has 460 employees in its
manufacturing facilities. Its shares are listed on the TSX (DTL).
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