Category: Uncategorized
- Published: 29 November -0001
Virtek Vision International Inc. (TSX:VRK) (\"Virtek\" or the \"Company\"), a leading provider of high value industrial laser solutions, today announced that it has entered into a definitive agreement (the \"Support Agreement\") with Gerber Scientific, Inc. and Gerber Scientific Canada Inc. (together, \"Gerber\") under which Gerber has agreed to offer to acquire all of the issued and outstanding shares of the Company by way of a takeover bid at a price of $1.05 per share in cash (the \"Offer\"). The transaction values Virtek at approximately $35.1 million. Virtek\'s Board of Directors has unanimously determined that the Offer is fair to and in the best interest of shareholders and has executed the Support Agreement previously provided by Gerber. Virtek\'s financial advisor, Genuity Capital Markets, has provided an opinion to the Board of Directors that the Offer is fair, from a financial point of view, to shareholders. The consideration under the Offer represents an 18% premium over the $0.89 closing price of the Virtek shares (the \"Shares\") on the Toronto Stock Exchange on August 29, 2008, the last full trading day prior to the announcement of the Offer, and a 24.5% premium over the volume weighted average price of the Shares during the 20-day trading period ended August 29, 2008.
The Offer was accepted by Virtek following notification by MiTek, Inc. that it did not intend to exercise its right under the asset purchase agreement dated August 4, 2008 between Virtek and MiTek to make a proposal that would cause the Offer to no longer constitute a superior proposal. As a result, the asset purchase agreement with MiTek has been terminated and MiTek will be paid a termination fee of $927,500 and an expense reimbursement fee of $250,000.
Virtek has also terminated the subscription agreement related to a $3 million private placement with Royal Capital. As a result of the acceptance of the Offer, the previously announced proposed substantial issuer bid will not proceed and the shareholder meeting scheduled for September 10, 2008 has been cancelled.
The Offer provides for, among other things, a non-solicitation covenant from Virtek, the right of Virtek under certain circumstances to terminate the agreement in favour of an unsolicited superior proposal, Gerber\'s right to match any superior proposal for Virtek and for the payment to Gerber under certain circumstances of a non-completion fee of $1,150,000 and reimbursement of expenses of $250,000.
The Offer is conditional on the deposit to the Offer of at least 66 2/3% of the outstanding Virtek Shares, as well as receipt of any necessary regulatory approvals and satisfaction or waiver of other customary conditions. A takeover bid circular containing the terms of the Offer will be mailed to shareholders on or about September 15, 2008, together with a Virtek Board of Directors\' circular and other related documents. The Offer, unless extended, will expire 36 days after it begins. Virtek has delayed the separation time of its shareholder rights plan to the Offer.
Genuity Capital Markets is acting as financial advisor to Virtek. McCarter Grespan Beynon Weir LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Virtek.
About Virtek
Virtek Vision International Inc. is a leading provider of high value industrial laser solutions focused on the needs of the global manufacturing sector, providing templating, inspection, marking and engraving products. Virtek serves customers in the prefabricated construction, transportation, metalworking, tool and die and mold making industries worldwide. Virtek is a full service provider, with services including manufacturing, development, integration, training, after sales support and installation. The Company delivers high value to its customers, including feature-rich systems with a quick payback, productivity enhancements and total turnkey solutions. The majority of Virtek\'s sales are in the United States and Europe. Virtek maintains offices in Waterloo, Ontario, Canada; Boston, Massachusetts, United States; Ludenscheid and Nurnberg, Germany; and Busto Arsizio, Italy. Please visit www.virtek.ca for more information.
About Gerber Scientific, Inc.
Gerber Scientific, Inc. (http://www.gerberscientific.com) is a leading international supplier of sophisticated automated manufacturing systems for sign making and specialty graphics, apparel and flexible materials, and ophthalmic lens processing. Headquartered in South Windsor, Connecticut, the company operates through four businesses: Gerber Scientific Products and Spandex Ltd., Gerber Technology, and Gerber Coburn.
Forward-looking Statements
Except for historical information provided herein, this news release may contain information and statements of a forward-looking nature concerning the future performance of the Company. These statements are based on suppositions and uncertainties as well as on management\'s best possible evaluation of future events. Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for the Company\'s products and services, the impact of price pressures exerted by competitors, and general market trends or economic changes. As a result, readers are advised that actual results may differ from expected results.
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SOURCE: Virtek Vision International Inc.
For more information about Virtek Vision International Inc. please visit www.virtek.ca or contact: Peter Monsberger, VP Finance and CFO, Tel: (519) 746-7190, Fax. (519) 746-3383, e-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.; Stephen J. Sorocky, President and CEO, Tel. (519) 746-7190, Fax: (519) 746-3383, e-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.; Jo Mira Clodman, Clodman Hecht Communications Inc., (416) 787-3773, e-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.