MONTREAL, June 30 /CNW Telbec/ - Dectron Internationale Inc. (TSX: DTL)
announced today that two corporations wholly-owned by Ness Lakdawala, members
of Mr. Lakdawala's family and Leonard B. C. Schlemm have entered into an
agreement with Dectron to acquire all of the outstanding common shares of
Dectron not held directly or indirectly by Mr. Lakdawala, members of
Mr. Lakdawala's family and Mr. Schlemm at a price of $4.20 cash per share.
The acquisition price of $4.20 per common share represents a 78.7%
premium over the volume weighted average trading price of the common shares on
the Toronto Stock Exchange for the 20 trading days ended June 27, 2008, the
last trading date prior to the announcement of the proposed going private
transaction. The acquisition price is also at the mid-point of the valuation
range established by the independent valuator retained by the Special
Committee of the Board of Directors of Dectron.
On April 25, 2008, the Board of Directors of Dectron established a
Special Committee comprised of independent directors, namely Messrs. Serge
Beaudet (Chair), Dick Driggs and J. Gilles Nolet, to consider the proposed
going-private transaction. On May 7, 2008, the Special Committee engaged
PricewaterhouseCoopers LLP ("PwC") to prepare a formal valuation of the common
shares of Dectron and to provide a fairness opinion with respect to the
proposed going-private transaction. PwC established a valuation range of $3.90
to $4.50 per common share. The Special Committee and the Board of Directors
have received an opinion from PwC that the acquisition price of $4.20 per
common share is fair, from a financial point of view, to Dectron's minority
shareholders. Copies of the formal valuation and the fairness opinion of PwC
will be included in the management information circular that will be sent to
Dectron shareholders in connection with the annual and special meeting to
consider the proposed going private transaction.
The special committee has unanimously recommended that Dectron's Board of
Directors approve the proposed going-private transaction and that the Board
recommend that shareholders vote in favour of the proposed going-private
transaction. The Board of Directors of Dectron has unanimously (with
Mr. Lakdawala and Ms. Katrak abstaining) approved, and recommends that
shareholders vote in favour of, the proposed going-private transaction. The
transaction is expected to close in August, 2008.
The going-private transaction will be effected by way of an amalgamation
between Dectron and two newly-created corporations which are wholly-owned by
Mr. Lakdawla, members of Mr. Lakdawala's family and Mr. Schlemm. For the
amalgamation to proceed, the special resolution authorizing the amalgamation
must be approved by at least two-thirds of the votes cast by shareholders at
the shareholders' meeting called to consider the proposed transaction. In
addition, the amalgamation must also be approved by a majority of the votes
cast by Dectron's minority shareholders at the shareholders' meeting. It is
anticipated that the shareholders' meeting will be held in early August 2008.
Full details of the going-private transaction will be contained in a
management information circular to be mailed to Dectron's shareholders.
Completion of the going-private transaction is also subject to regulatory
Mr. Lakdawala is a principal shareholder, President, Chief Executive
Officer and Chairman of the Board of Dectron and Mr. Schlemm, is a principal
shareholder of Dectron. Mr. Lakdawala and members of his family currently
control 1,838,557 common shares of Dectron, representing approximately 58.3%
of the issued and outstanding common shares, and Mr. Schlemm currently holds
468,367 common shares of Dectron, representing approximately 14.85% of the
issued and outstanding common shares.
This release contains forward-looking statements. These statements
involve a number of risks and uncertainties and actual results could differ
materially from those projected. These forward-looking statements regarding
future events and the future results of Dectron Internationale Inc. are based
on current expectations, estimates, forecasts, and projections about the
markets in which we operate and the beliefs and assumptions of our management.
Words such as "expects," "anticipates," "targets," "goals," "projects,"
"intends," "plans," "believes," "seeks," "estimates," variations of such
words, and similar expressions are intended to identify such forward-looking
statements. In addition, any statements that refer to projections of our
future financial performance, our anticipated growth and trends, and other
characterizations of future events or circumstances, are forward-looking
statements. Readers are cautioned that these forward-looking statements are
only predictions and are subject to risks, uncertainties, and assumptions.
Therefore, actual results may differ materially and adversely from those
expressed in any forward-looking statements. Readers are referred to the
cautionary statements and important factors discussed in our Annual
Information Form for the year ended January 31, 2007 for further information.
We undertake no obligation to revise or update publicly any forward-looking
statements for any reason, except as required by law.
Dectron Internationale Inc. is a global provider of custom and
semi-custom IAQ (indoor air quality) and HVAC-R (heating, ventilation and air
conditioning and refrigeration) products and services to the building systems,
food processing, medical, petrochemical, and various industrial and commercial
markets. Established in Montreal, the Company has 430 employees in its
manufacturing facilities. Its shares are listed on the TSX (DTL).
For further information:
For further information: Dectron Internationale Inc.: Glenn La Rusic,
Chief Financial Officer, email@example.com, www.dectron.com; Renmark
Financial Communications Inc.: Dan Symons: firstname.lastname@example.org; Henri
Perron: email@example.com, (514) 939-3989, Fax: (514) 939-3717,