MONTREAL, Aug. 11 /CNW Telbec/ - Dectron Internationale Inc. (TSX: DTL)
announces that at the annual and special meeting of Dectron held on August 8,
2008, the shareholders of Dectron approved, among other things, the
amalgamation of Dectron 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 will result in the privatization of Dectron.
Upon completion of 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") will be converted into redeemable
preferred shares (the "Redeemable Preferred Shares") of the corporation
resulting from the amalgamation. Each Redeemable Preferred Share will be
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.
Dectron intends to file Articles of Amalgamation as soon as possible so
as to effect the amalgamation. 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 following the taking of effect of the
The amalgamation was approved by the shareholders of Dectron 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.
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,