Pareto announces substantial issuer bid



    Up to 11 Million Shares to be Repurchased at $1.00 Per Share

    TORONTO, Aug. 7 /CNW/ - Pareto Corporation (TSX: PTO), a leading
marketing services company, today announced a substantial issuer bid (the
"Offer"), pursuant to which the Company will offer to purchase for
cancellation up to 11,000,000 of its outstanding common shares at a price per
share of $1.00. The price represents a premium of approximately 29% over the
volume weighted-average trading price of Pareto common shares on the Toronto
Stock Exchange for the last 30 days, and a 35% premium over the August 6, 2008
closing price. If more than 11,000,000 common shares are tendered, the Company
will purchase the common shares on a pro rata basis according to the number of
shares deposited by each shareholder. The Offer is not conditional on any
minimum number of common shares being deposited. The funds required to pay for
all shares purchased pursuant to this Offer will be provided by credit
facilities arranged by Pareto with a Canadian chartered bank. The Company
expects to repay any funds borrowed using internally generated cash flow.
    Neither Pareto nor its Board of Directors makes any recommendation to any
shareholder as to whether to deposit or refrain from depositing shares. The
purchase price is within the range of values as determined by an independent
Chartered Business Valuator retained by Pareto in the context of the Offer.
Pareto is making the Offer to provide a liquidity opportunity for shareholders
and because the Board of Directors and management believe that the shares have
been trading in price ranges which do not fully reflect the value of Pareto's
business and future prospects. Future values cannot be assured however, and
are subject to risks. Shareholders are urged to consult their own investment
and tax advisors and make their own decisions whether to deposit shares to the
Offer and, if so, how many shares to deposit.
    As at August 6, 2008, there were 42,731,148 common shares issued and
outstanding. Assuming that the Offer is fully subscribed, the Offer will
result in the purchase by Pareto of 11,000,000 shares, representing
approximately 25.7% of the total number of issued and outstanding shares.
Since June 2006, Pareto has, pursuant to its two previously announced normal
course issuer bids, purchased for cancellation approximately 4.0 million
shares at an average price of $0.89 per share.
    Full details of the Offer, including the procedure for tendering shares,
will be provided in a circular which is expected to be mailed to shareholders
on or about August 12, 2008. The Offer will expire at 7:00 p.m. (Toronto time)
on September 19, 2008, or such later time and date to which the Offer may be
extended by the Company.

    Conference Call

    Pareto will host an investor conference call to discuss its second
quarter results and proposed substantial issuer bid at 9:00 a.m. EDT, August
7, 2008. The call may be accessed by dialing 416-644-3427 or 1-866-250-4892. A
taped replay will be available for one week by dialing 416-640-1917 or
1-877-289-8525, reference number 21278050 followed by the number sign. The
call will be available live and for one year at www.pareto.ca ("Investor
Relations" section).

    About Pareto Corporation

    Pareto Corporation is a marketing services company that offers marketing
execution solutions to leading companies in a broad range of industry sectors.
Pareto provides measurable, quantifiable services that complement our clients'
marketing and sales departments. For more information, please visit our
website at www.pareto.ca.

    This press release contains forward-looking statements related to
expected future events and financial operating results of Pareto that involve
risks and uncertainties. Actual results may differ materially from management
expectations as projected in such forward-looking statements for a variety of
reasons, including market and general economic conditions and the risks and
uncertainties detailed from time to time in Pareto's SEDAR filings.





For further information:

For further information: Kerry Shapansky, President and Chief Executive
Officer, Pareto Corporation, (416) 790-2350; Karen Trudell, Chief Financial
Officer, Pareto Corporation, (416) 790-2360; Jeff Codispodi, Investor
Relations, Equicom Group, (416) 815-0700 ext 261

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PARETO CORPORATION

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