VIRTEK Adopts Shareholder Rights Plan



    WATERLOO, ON, June 23 /CNW/ - Virtek Vision International Inc. ("Virtek"
or the "Company") (TSX:VRK) announced today that its Board of Directors (the
"Board") has adopted a shareholders rights plan (the "Rights Plan"). The
Rights Plan is in the form consistent with plans that in the past have been
supported by regulatory authorities and recommended by proxy advisory
services.
    The Rights Plan has been adopted to encourage the fair treatment of
shareholders in connection with any take-over bid for the Company's
securities. The Board of Virtek is supportive of the Rights Plan because,
among other things, the Rights Plan seeks to ensure that the shareholders of
the Company and the Board of Directors have adequate time to consider and
fully evaluate any bid for the Company's securities, and to explore strategic
alternatives that could provide better long term value to shareholders.
    Under the Rights Plan, those bids that meet certain requirements intended
to protect the interests of all shareholders are "Permitted Bids". Permitted
Bids must be made by way of a take-over bid circular prepared in compliance
with applicable securities laws and, among other conditions, must be for all
common shares of the Company and remain open for a minimum of 60 days. If a
take-over bid is not a Permitted Bid under the Rights Plan, the Rights will
entitle shareholders, other than any shareholder or shareholders making the
take-over bid, to purchase additional common shares of Virtek at a substantial
discount to the market value at the time. This mechanism helps to protect the
Company and its shareholders from bids that may not be in their best long term
interests.
    Shareholders will have the opportunity to vote on the Rights Plan at a
special meeting of shareholders of Virtek to be held within six months. The
Rights Plan is also subject to the approval of the Toronto Stock Exchange
("TSX"). In accordance with its standard policy, the TSX has deferred its
consideration of the Rights Plan until such time as it is satisfied that the
Ontario Securities Commission will not intervene in any takeover bid for the
Company. A copy of the Rights Plan will be available at www.sedar.com.

    About Virtek Vision International Inc.

    Virtek Vision International Inc. is a leading provider of high value
industrial laser solutions focused on the needs of the global manufacturing
sector, providing templating, inspection, marking and engraving products.
Virtek serves customers in the prefabricated construction, transportation,
metalworking, tool and die and mold making industries worldwide. Virtek is a
full service provider, with services including manufacturing, development,
integration, training, after sales support and installation. The Company
delivers high value to our customers, including feature-rich systems with a
quick payback, productivity enhancements and total turnkey solutions. The
majority of Virtek's sales are in the United States and Europe. Virtek
maintains offices in Waterloo, Ontario, Canada; Boston, Massachusetts, United
States; Ludenscheid and Nurnberg, Germany; and Busto Arsizio, Italy. Please
visit www.virtek.ca for more information.

    Forward-looking Statements

    Except for historical information provided herein, this press release may
contain information and statements of a forward-looking nature concerning the
future performance of the Company. These statements are based on suppositions
and uncertainties as well as on management's best possible evaluation of
future events. Such factors may include, without excluding other
considerations, fluctuations in quarterly results, evolution in customer
demand for the Company's products and services, the impact of price pressures
exerted by competitors, and general market trends or economic changes. As a
result, readers are advised that actual results may differ from expected
results.
    %SEDAR: 00006230E




For further information:

For further information: about Virtek Vision International Inc. please
visit www.virtek.ca or contact: Peter Monsberger, VP Finance and CFO, Tel:
(519) 746-7190, Fax: (519) 746-3383, e-mail: peter.monsberger@virtek.ca;
Stephen Sorocky, President and CEO, Tel. (519) 746-7190, Fax. (519) 746-3383,
e-mail: stephen.sorocky@virtek.ca; Investor Relations Contact: Jo Mira
Clodman, Clodman Hecht Communications Inc., (416) 787-3773, e-mail:
jomira@clodmanhecht.com

Organization Profile

VIRTEK VISION INTERNATIONAL INC.

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