Avcorp acquires Composites Operation



    
    -  new acquisition provides CAD$ 18 million revenue

    -  adds advanced composite capabilities and adds to customer base
    

    VANCOUVER, April 3 /CNW/ - Avcorp Industries Inc. (TSX."AVP") is pleased
to announce that it has entered into an agreement to acquire all of the shares
of Comtek Advanced Structures Ltd (Comtek), which has expertise in the design
and low-cost manufacture of advanced composite aerostructures.
    "The combined companies would possess an in-depth capability to design,
manufacture and support a wide range of composite and metallic aircraft
structures," notes Paul Kalil, President. "Avcorp's aerospace expertise along
with Comtek's advanced composites capabilities will allow the new entity
access to additional aerospace markets."
    Comtek has invested in excess of CAD$7 million to develop advanced
proprietary resin infusion technology. The first commercial application of
this technology by Comtek has been utilized on the Airbus A380 program. Comtek
has annual revenue of approximately CAD$18 million and has been in business
for 13 years. It has 90 employees of which 12 are engineers involved in
research and product development operating out of Burlington Ontario and
Phoenix Arizona.
    As part of the agreement, Avcorp is to invest CAD$1.5 million into
Comtek, of which up to CAD$ 200,000 will be in shares of Avcorp at a deemed
value of $2.85 per share, with the CAD$1.3 million balance for working
capital.
    A majority of the principals of Comtek will remain and have agreed to
assign their shares to Avcorp for 500,000 Avcorp warrants (representing 1.8%
of Avcorp's issued and outstanding common shares), exercisable over a
three-year period from closing, at an exercise price of $2.75 in year 1, $3.20
in year 2, and $3.70 in year 3. In addition, Avcorp has agreed to pay to the
principal shareholders of Comtek one-third of Comtek's EBITDA for the year
ending December 31, 2010, which is payable two-thirds in cash and one-third in
Avcorp shares at the then current market price. The transaction has been
negotiated at arm's length. This agreement is subject to due diligence and
regulatory approval, with closing anticipated in 90 days.

    About Avcorp

    Avcorp designs and builds major airframe structures for some of the
world's leading aircraft companies, including Boeing, Bombardier and Cessna.
With 50 years of experience, more than 650 skilled employees and a 300,000
square foot facility near Vancouver, Canada, Avcorp is an agile Tier I
supplier, providing customers with one-stop integrated aerospace design and
manufacture solutions. Avcorp is a Canadian public company traded on the
Toronto Stock Exchange (TSX."AVP"). More information is available at
www.avcorp.com.

    "signed"
    MICHAEL SCHOLZ
    CHAIRMAN





For further information:

For further information: Sandi DiPrimo, Investor Relations, (604)
587-4938


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