MONTREAL, Aug. 19 /CNW Telbec/ - 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
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 will be 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 430 employees in its
manufacturing facilities. Its shares are listed on the TSX (DTL).
For further information:
For further information: Dectron Internationale Inc.: Glenn La Rusic,
Chief Financial Officer, firstname.lastname@example.org; www.dectron.com; Renmark
Financial Communications Inc.: Dan Symons: email@example.com; Henri
Perron: firstname.lastname@example.org, (514) 939-3989, Fax: (514) 939-3717;