Takeover bid by Transcontinental to acquire printer PLM Group for C$3.50 per share



    MONTREAL and TORONTO, Aug. 21 /CNW Telbec/ - Transcontinental Inc. and
PLM Group Ltd. today announced that Transcontinental has agreed to make a
takeover bid to the shareholders of PLM, Canada's fourth-largest printer. PLM
has 470 employees in four facilities in the Greater Toronto Area. In 2006, it
reported revenues of $126 million.
    Transcontinental is making an all-cash offer to acquire all of PLM's
approximately 29.5 million shares outstanding, on a fully diluted basis, at
C$3.50 per share, for a total enterprise value of $130 million including debt.
Transcontinental and PLM have signed a Support Agreement pursuant to which the
PLM Board of Directors has unanimously agreed to recommend that shareholders
accept the offer of Transcontinental. Barry N. Pike, founder and Chairman of
the Board and Chief Executive Officer of PLM, and Pike Holdings Inc., a
holding company controlled by Mr. Pike, which combined hold approximately
51.2% of the shares outstanding, have signed a hard Lock-Up Agreement pursuant
to which they have agreed to tender the shares they hold and accept the offer
of Transcontinental.
    The PLM Board of Directors has received an opinion from the financial
advisor to the PLM Board of Directors and Special Committee that
Transcontinental's offer is fair to PLM shareholders from a financial point of
view. The PLM Board of Directors, after consultation with its financial and
outside advisors, has determined that the price per-share is fair and in the
best interests of the Corporation and its shareholders, and is recommending
that PLM shareholders accept the offer of Transcontinental. Transcontinental's
offer represents a premium of 19% over the closing price of PLM shares on the
TSX on August 13, 2007, the day before PLM announced that it was in exclusive
talks with a potential buyer, and 25% over the closing price of PLM shares on
the TSX yesterday, August 20, 2007.
    Transcontinental's offer is subject to certain usual conditions,
including the deposit of 66 2/3% of shares outstanding and obtaining
regulatory approvals. The Support Agreement calls for the payment of a break
fee in certain situations, namely if the PLM Board of Directors changes its
recommendation in favour of a competing offer. The transaction is expected to
close in October 2007.
    In the next few weeks Transcontinental will be sending PLM shareholders a
takeover bid circular. During that same period, the PLM Board of Directors
will be sending its shareholders a circular that recommends, among other
things, acceptance of the offer of Transcontinental.
    Founded in 1987, PLM is a fast-growing company that has skillfully
anticipated the new marketing needs of major financial institutions, retailers
and publishers. Its primary niche is direct marketing products and services,
which are increasingly in demand by businesses. PLM also offers leading edge
services such as premedia and digital printing and prints a wide range of
marketing-related commercial printing products. PLM boasts state-of-the-art
equipment and a diversified customer base that includes many leading
companies. PLM shares have been listed on the TSX under the ticker symbol TSX:
PGL since 1997.
    "PLM is regarded highly by businesses, marketing firms and advertising
agencies in Canada," said Luc Desjardins, President and CEO of
Transcontinental. "With PLM, we will become a leader in Canada's direct
marketing industry, a fast-growing segment where Transcontinental is already a
major player in the United States; PLM will also complement our product and
service offering in the Greater Toronto Area. PLM brings Transcontinental a
dynamic sales force, which will augment cross-selling opportunities. We're
looking forward to welcoming our future partners and colleagues to the
Transcontinental family and continuing to grow together."
    Barry N. Pike said: "This transaction provides outstanding value for the
shareholders of PLM and reflects the true value of the company we have built
together over the past 19 years. PLM has built a reputation for providing
leading edge technology for its customers and backing it up with the best
customer support in the industry. As an integral part of the direct mail
segment of Transcontinental, PLM will continue to provide these same services
and will have the resources required to expand in the future to meet the
future growing needs of its customers in this dynamic and expanding segment of
the print market."

    Additional Information

    Transcontinental will hold a conference call for the financial community
today at 10 a.m. (ET). The telephone numbers are (416) 644-3416 or
1 800 731-6941. Media may hear the call in listen-only mode or tune in to the
simultaneous audio broadcast on Transcontinental's website at
www.transcontinental.com, which will be archived for 30 days. For interview
requests from the media, please contact the persons listed below.

    About Transcontinental

    The largest printer in Canada and sixth-largest in North America,
Transcontinental also ranks as the country's leading publisher of consumer
magazines and French-language educational resources, and its second-largest
community newspaper publisher. Transcontinental distinguishes itself by
creating strategic partnerships that integrate the company into its customers'
value chain, notably through its unique newspaper printing outsourcing model
and its value-added services. From mass to highly personalized marketing, the
company offers its clients integrated solutions which include a
continent-leading direct marketing offering, a diverse digital platform and a
door-to-door advertising material distribution network. Transcontinental is a
company whose values, including respect, innovation and integrity, are central
to its operation. Transcontinental (TSX: TCL.A, TCL.B) has more than 14,500
employees in Canada, the United States and Mexico, and reported revenues of
C$2.3 billion in 2006.

    About PLM

    PLM Group Ltd. (TSX: PGL) is one of Canada's largest commercial printers
providing single source web and sheet-fed print, visual, graphics and display
services to leading companies in a number of industries, including retail,
consumer products, financial services, automotive, pharmaceutical, healthcare
and communications. Visit the Company's web site at www.plmgroup.com.

    Note: This press release contains certain forward-looking statements
concerning the completion of the transaction and the future performance of
Transcontinental and PLM. Such statements, based on the current expectations
of management, inherently involve numerous risks and uncertainties, known and
unknown. Readers are cautioned that all forward-looking information is
inherently uncertain and actual results may differ materially from the
assumptions, estimates or expectations reflected or contained in the
forward-looking information, and that actual future performance will be
affected by a number of factors, many of which are beyond each of
Transcontinental and PLM's control, including, but not limited to, the
economic situation, regulatory approvals, exchange rates, energy costs,
increased competition, each of Transcontinental and PLM's capacities to
implement their strategic plans and Transcontinental's ability to efficiently
integrate the business of PLM into its own business. The risks, uncertainties
and other factors that could influence actual results are described in each of
Transcontinental and PLM's Management's Discussion and Analyses and Annual
Information Forms.

    The forward-looking information in this release is based on current
expectations and information available as of August 21, 2007. Transcontinental
and PLM disclaim any intention or obligation to update or revise any
forward-looking statements unless otherwise required by the Securities
Authorities.
    %SEDAR: 00000383EF




For further information:

For further information: Media: Nessa Prendergast, Director, Media
Relations, Transcontinental Inc., (514) 954-2809,
nessa.prendergast@transcontinental.ca; David J. Stuart, President and C.O.O.,
PLM Group Ltd., (416) 848-8520, www.plmgroup.com; Financial Community:
Jennifer F. McCaughey, Director, Investor Relations, Transcontinental Inc.,
(514) 954-2821, jennifer.mccaughey@transcontinental.ca,
www.transcontinental.com; Peter A. Bradley, C.A., Executive Vice President and
Chief Financial Officer, PLM Group Ltd., (416) 848-8530,
pbradley@plmgroup.com

Organization Profile

Transcontinental Inc.

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PLM GROUP LTD.

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