Pyxis Capital Inc. - Offer to acquire shares



    TORONTO, March 20 /CNW/ - Pyxis Capital Inc. ("Pyxis") announced today
that 1693062 Ontario Inc. ("Offeror") is offering to acquire any and all of
the outstanding shares of Pyxis it does not already own at cash prices of
$0.34 per Common and Non-voting share (TSX: PYX and PYX.a) and $11.25 per
Dividend share (TSX: PYX.e) (collectively "The Offer"). The Offeror owns 36%
of the Common shares and 65.6% of the Non-voting shares and certain directors
and officers of Pyxis are associated with the Offeror.
    The Offeror initially approached Pyxis in January 2008 expressing an
interest in privatizing Pyxis. At that time, the board of directors of Pyxis
established a Special Committee of Independent Directors to pursue such
interest, including supervising the preparation of a valuation of the shares
of Pyxis. Blackmont Capital Inc. was retained to prepare such valuation.
    Following receipt of the valuation and based in part on a fairness
opinion concerning the Offer provided by Blackmont and the Special Committee's
favourable recommendation, the Pyxis Board is recommending that all Pyxis
shareholders tender to the Offer.
    The Offeror has confirmed to Pyxis that the Offer will be made by way of
a take-over bid circular to be mailed to all Pyxis shareholders shortly.
Additional details concerning the Offer will be set out in the bid circular.
Pyxis is a financial services company. Its shares are listed on the TSX under
the symbol "PYX, PYX.a and PYX.e".

    This press release includes certain forward looking statements including
management's assessment of the Company's future plans and operations based on
current views and expectations. All statements other than statements of
historic facts are forward looking statements. These statements contain
substantial known and unknown risks and uncertainties, some of which are
beyond the Company's control. The Company's actual results, performance or
achievement could differ materially from those expressed in, or implied by,
these forward looking statements. Readers should not place undue reliance on
these forward looking statements which represent estimates and assumptions
only as of the date on which such statements are made. The Company undertakes
no obligation to publicly revise or update any forward looking statements,
whether as a result of new information, future events or otherwise. Further,
the proposal may not proceed or may be unsuccessful for any reason.
    The press release does not constitute an offer to purchase or a
solicitation of an offer to sell securities. Shareholders are advised to
review any relevant documents that may be filed with security regulatory
authorities as they contain important information including further details of
the proposal and its terms and conditions.

    %SEDAR: 00023389E




For further information:

For further information: Andrew Kim, President and Chief Executive
Officer, PYXIS CAPITAL INC., 175 King Street East, 2nd Floor, Toronto,
Ontario, M5A 1J4, Telephone: (416) 867-9079, Facsimile: (416) 867-1961

Organization Profile

PYXIS CAPITAL INC.

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