WATERLOO, ON, Sept. 5 /CNW/ - Virtek Vision International Inc. (TSX:VRK)
("Virtek" or the "Company"), a leading provider of high value industrial laser
solutions, today announced that it has entered into a definitive agreement
(the "Support Agreement") with Gerber Scientific, Inc. and Gerber Scientific
Canada Inc. (together, "Gerber") under which Gerber has agreed to offer to
acquire all of the issued and outstanding shares of the Company by way of a
takeover bid at a price of $1.05 per share in cash (the "Offer"). The
transaction values Virtek at approximately $35.1 million. Virtek's Board of
Directors has unanimously determined that the Offer is fair to and in the best
interest of shareholders and has executed the Support Agreement previously
provided by Gerber. Virtek's financial advisor, Genuity Capital Markets, has
provided an opinion to the Board of Directors that the Offer is fair, from a
financial point of view, to shareholders.
The consideration under the Offer represents an 18% premium over the
$0.89 closing price of the Virtek shares (the "Shares") on the Toronto Stock
Exchange on August 29, 2008, the last full trading day prior to the
announcement of the Offer, and a 24.5% premium over the volume weighted
average price of the Shares during the 20-day trading period ended August 29,
The Offer was accepted by Virtek following notification by MiTek, Inc.
that it did not intend to exercise its right under the asset purchase
agreement dated August 4, 2008 between Virtek and MiTek to make a proposal
that would cause the Offer to no longer constitute a superior proposal. As a
result, the asset purchase agreement with MiTek has been terminated and MiTek
will be paid a termination fee of $927,500 and an expense reimbursement fee of
Virtek has also terminated the subscription agreement related to a
$3 million private placement with Royal Capital. As a result of the acceptance
of the Offer, the previously announced proposed substantial issuer bid will
not proceed and the shareholder meeting scheduled for September 10, 2008 has
The Offer provides for, among other things, a non-solicitation covenant
from Virtek, the right of Virtek under certain circumstances to terminate the
agreement in favour of an unsolicited superior proposal, Gerber's right to
match any superior proposal for Virtek and for the payment to Gerber under
certain circumstances of a non-completion fee of $1,150,000 and reimbursement
of expenses of $250,000.
The Offer is conditional on the deposit to the Offer of at least 66 2/3%
of the outstanding Virtek Shares, as well as receipt of any necessary
regulatory approvals and satisfaction or waiver of other customary conditions.
A takeover bid circular containing the terms of the Offer will be mailed to
shareholders on or about September 15, 2008, together with a Virtek Board of
Directors' circular and other related documents. The Offer, unless extended,
will expire 36 days after it begins. Virtek has delayed the separation time of
its shareholder rights plan to the Offer.
Genuity Capital Markets is acting as financial advisor to Virtek.
McCarter Grespan Beynon Weir LLP and Cassels Brock & Blackwell LLP are acting
as legal counsel to Virtek.
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 its 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.
About Gerber Scientific, Inc.
Gerber Scientific, Inc. (http://www.gerberscientific.com) is a leading
international supplier of sophisticated automated manufacturing systems for
sign making and specialty graphics, apparel and flexible materials, and
ophthalmic lens processing. Headquartered in South Windsor, Connecticut, the
company operates through four businesses: Gerber Scientific Products and
Spandex Ltd., Gerber Technology, and Gerber Coburn.
Except for historical information provided herein, this news 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
For further information:
For further information: For more 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:
firstname.lastname@example.org; Stephen J. Sorocky, President and CEO, Tel. (519)
746-7190, Fax: (519) 746-3383, e-mail: email@example.com; Jo Mira
Clodman, Clodman Hecht Communications Inc., (416) 787-3773, e-mail: