PowerComm Inc. (PCG:TSX) to acquire Nextron Corp. (NXT:TSXV)



    EDMONTON, Aug. 31 /CNW/ - PowerComm Inc. (PCG:TSX) and Nextron Corp.
(NXT:TSXV) announced today they had entered into an agreement (the
"Transaction Agreement") with Nextron Corp., an arms length public company
listed on the TSX Venture Exchange whereby PowerComm Inc. will acquire all of
Nextron Corp.'s outstanding common shares (the "Transaction"). Under the terms
of the Transaction Agreement, the total consideration paid by PowerComm Inc.
for Nextron Corp. is approximately $1.9 million, made up of a combination of
cash and PowerComm Inc. common shares.
    Nextron Corp. is a Calgary based manufacturer of heat trace controllers
and a distributor of heat trace cable.
    Pursuant to the Transaction Agreement, PowerComm will make an offer (the
"Offer") to purchase all of the issued and outstanding common shares of
Nextron Corp. (the "Company Shares") at a price of $.05 per share and the
issuance of one common share of PowerComm Inc. for each fifteen (15) Company
shares.
    The Transaction will be made pursuant to a take over bid and will be
conditional on at least 90% of the Company Shares being tendered to the Offer
and will be subject to other customary conditions. The take over bid circular
is expected to be mailed out to the shareholders of Nextron Corp. on
August 31, 2007 and the Offer will expire at 3:00 pm MST on October 9, 2007
unless otherwise extended by PowerComm Inc. in accordance with the terms of
the Transaction.
    The Offer has the unanimous support of the boards of directors of both
Nextron Corp. and PowerComm. The board of directors of Nextron Corp. has
unanimously determined that the Offer is fair, from a financial point of view,
to Nextron Corp.'s shareholders, is in the best interests of Nextron Corp. and
Nextron Corp.'s shareholders, and unanimously recommends that Nextron Corp.'s
shareholders accept the Offer.
    All of the directors and officers of Nextron Corp. (holding approximately
80% of the issued and outstanding Company Shares) have executed lock up
agreements whereby they have agreed to tender their Company Shares to the
Offer.
    In addition, the Transaction Agreement imposes certain restrictions on
Nextron Corp. against soliciting or encouraging competing acquisition
proposals, provides that a compensation fee of $100,000 is payable by Nextron
Corp. to PowerComm Inc. in certain circumstances and provides a right of first
refusal for PowerComm Inc. to match any superior competing acquisition
proposal.
    "PowerComm is very excited about this opportunity," said Wayne
Rutherford, PowerComm's President and CEO, "it further expands our
manufacturing division while providing additional turnkey solutions for our
customers," he continued.
    Duane Schmeeckle, Chairman of Nextron Corp. said "We are pleased that we
have been able to reach this agreement with a company that has the
understanding of our business that PowerComm has. We are confident that our
shareholders will be well rewarded."

    Reader Advisory

    The news release contains certain forward-looking statements, including
management's assessment of future plans and operations and capital
expenditures and the timing thereof, that involve substantial known and
unknown risks and uncertainties, certain of which are beyond PowerComm Inc.'s
control. Such risks and uncertainties include, without limitation, risks
associated with the Corporation's ability to market successfully to current
and new customers; supply and demand for PowerComm Inc.'s services and
products and industry activity levels; capital expenditure programs;
projections of commodity prices and costs; the Corporation's ability to obtain
material and equipment from suppliers; operating risk liability; expansion of
services and products by internal growth or acquisition; the Corporation's
ability to obtain additional financing on satisfactory terms; the impact of
general economic and 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; competitive conditions; the lack of
availability of qualified personnel or management; fluctuations in foreign
exchange or interest rates, stock market volatility; and obtaining required
approvals of regulatory authorities. PowerComm Inc.'s actual results,
performance or achievements could differ materially from those expressed in,
or implied by, these 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 so,
what benefits, including the amount of proceeds, that PowerComm Inc. will
derive therefrom. Readers are cautioned that the foregoing list of factors is
not exhaustive. All subsequent forward-looking statements, whether written or
oral, attributable to PowerComm Inc. or persons acting on its behalf are
expressly qualified in their entirety by these cautionary statements.
Furthermore, the forward-looking statements contained in this news release are
made as of the date of this news release and PowerComm Inc. does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by applicable securities laws.





For further information:

For further information: Wayne R. Rutherford, President and Chief
Executive Officer or J.D. Snowdon, Executive Vice President Corporate Services
at (780) 465-7038 or at info@powercomm.ab.ca; or Duane Schmeeckle, Chairman of
Nextron Corp. at (403) 735-9555, extension 263

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POWERCOMM INC.

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