Garneau Inc. announces shareholder rights protection agreement

    TSX - GAR

    NISKU, AB, Feb. 24 /CNW/ - Garneau Inc. (GAR:TSX) ("Garneau") today
announced that its board of directors has implemented a shareholder rights
protection agreement (the "Plan").
    The Plan has been adopted in order to provide Garneau's board of
directors, and shareholders with sufficient time to assess and evaluate any
take-over bid and to provide the board of directors with an appropriate period
of time to explore and develop alternatives which maximize shareholder value.
The Plan will also assist in ensuring the fair treatment of Garneau
stakeholders should an unsolicited take-over bid be made for Garneau. The Plan
is intended to ensure that all of Garneau's shareholders are treated equally,
if a take-over bid is made. The Plan is not intended to deter take-over bids.
    To implement the Plan, the board of directors of Garneau authorized the
distribution of one share purchase right for each outstanding common share of
Garneau held of record today. The rights issued to shareholders under the Plan
will entitle the holder to acquire shares of Garneau at a 50% discount to the
prevailing market price upon a person or group acquiring 20% or more of the
common shares of Garneau. However, the rights are not exercisable in the event
that a "permitted bid" is made.
    The Plan provides that a permitted bid is a take-over bid which provides
for a minimum deposit period of at least 60 days and which is made to all
shareholders (regardless of the jurisdiction in which the shareholder
resides). A permitted bid must also satisfy certain other conditions,
including that a minimum of 50% of the outstanding shares (exclusive of shares
held by the offeror) must be tendered into the bid, after which time the bid
must then be extended for a further period of 10 business days.
    The Plan will be submitted for ratification by common shareholders at the
next annual and special meeting of shareholders of Garneau. To remain
effective, the Plan must be approved by more than 50% of the votes cast at
that meeting.
    Garneau's common shares are listed on the Toronto Stock Exchange (trading
symbol "GAR').

    About Garneau Inc.

    Garneau Inc's primary business has been application of high performance
protective coating and linings for oil and gas pipeline protection.
Additionally the corporation also designs and fabricates oilfield equipment
for both domestic and international markets. With over 30 years of operating
experience, Garneau Inc. has developed a significant level of expertise and is
well know for innovative technology. The company's website can be accessed at

    Forward-Looking Information

    Certain information in this press release contains forward-looking
statements. These statements relate to future events or our future
performance. All statements other than statements of historical fact may be
forward-looking statements. Forward-looking statements are often, but not
always, identified by the use of words such as "seek", "anticipate", "plan",
"continue", "estimate", "expect", "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should", "believe",
"would" and similar expressions. These statements involve substantial known
and unknown risks and uncertainties, certain of which are beyond Garneau's
control, including: the impact of general economic conditions; industry
conditions; changes in laws and regulations including the adoption of new
environmental laws and regulations and changes in how they are interpreted and
enforced; fluctuations in commodity prices and foreign exchange and interest
rates; stock market volatility and market valuations; volatility in market
prices for oil and natural gas; liabilities inherent in oil and natural gas
service operations; product demand and market acceptance; the impact of
competitive products and pricing; technological advancements; competition for,
among other things, capital, work orders and skilled personnel; incorrect
assessments of the value of acquisitions; changes in income tax laws or
changes in tax laws and incentive programs relating to the oil and gas
industry; technical and processing problems and other difficulties in
producing products for the petroleum exploration and production industry; and
obtaining required approvals of regulatory authorities. Garneau's actual
results, performance or achievement could differ materially from those
expressed in, or implied by, such forward-looking statements and, accordingly,
no assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur or, if any of them do, what
benefits that Garneau will derive from them. Except as required by law,
Garneau undertakes no obligation to publicly update or revise any
forward-looking statements. For Risk Factors in respect of Garneau, please
refer to our Annual Information Form at

    %SEDAR: 00008952E

For further information:

For further information: Glen Garneau, President and CEO,; Richard Hughes, Chief Financial Officer,, Phone: (780) 955-2396, Fax: (780) 955-7715

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