Virtek Announces Receipt of $1.05 per Share Superior Offer

    WATERLOO, ON, Sept. 2 /CNW/ - Virtek Vision International Inc. (TSX:VRK)
("Virtek" or the "Company"), a leading provider of high value industrial laser
solutions, today announced the receipt of an offer from a third party for the
acquisition of 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").
Virtek's Board of Directors has unanimously determined that the Offer is
superior within the meaning of the MiTek Asset Purchase Agreement (referenced
below) and that the offeror has the financial ability to execute the
transaction. "After carefully weighing the alternatives, in consultation with
our financial and legal advisors, the Board of Directors concluded that the
Offer provides the greater shareholder value," said Virtek's Chairman Brian
    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 and a 24.5% premium over the volume weighted
average price of the Shares during the 20-day trading period ended August 29,
    On August 4, 2008, under an asset purchase agreement (the "MiTek Asset
Purchase Agreement") with MiTek, Inc. and MiTek Holdings, Inc. ("MiTek"),
Virtek agreed to sell its Imaging & Templating division to MiTek for
$26.5 million, announced its intention to use up to $26 million of the
proceeds on a share buyback, and to raise $3 million through an $0.85 per
share private placement with Royal Capital Management Corp. ("Royal Capital").
    In accordance with the MiTek Asset Purchase Agreement, Virtek has
notified MiTek of the Board's determination that the Offer is a superior
proposal and that it is prepared to accept the Offer. MiTek has five business
days to make a proposal that would cause the Offer to no longer constitute a
superior proposal. Alternatively, MiTek can terminate the MiTek Asset Purchase
Agreement and receive a termination fee of $927,500 and an expense
reimbursement fee of $250,000 (collectively, the "MiTek Termination Payment
    If MiTek decides to make a proposal that would cause the Offer to no
longer constitute a superior proposal, including a transaction that matches
the Offer, the Board of Directors will support a revised transaction with
MiTek. Otherwise, Virtek will immediately terminate the MiTek Asset Purchase
Agreement, pay the MiTek Termination Payment Fee and execute the support
agreement for the third party Offer. If the Offer is accepted by Virtek, the
subscription agreement related to the $3 million private placement with Royal
Capital would also be terminated, the proposed substantial issuer bid would
not proceed and the shareholder meeting scheduled for September 10, 2008 would
be cancelled. Virtek will continue to keep shareholders updated on a timely
    The third party's Offer provides for, among other things, a
non-solicitation covenant from Virtek, the third party's right to match any
competing offers for Virtek, a non-completion fee payment of $1,150,000 under
certain circumstances and a reimbursement of expenses of $250,000.
    If accepted, the Offer is conditional on the deposit to the Offer of at
least 66 2/3% of the shares, as well as any necessary regulatory approvals and
other customary conditions. A takeover bid circular containing the terms of
the Offer would be mailed to shareholders, together with a Virtek Board of
Directors' circular and other related documents. The Offer, unless extended,
would expire 36 days after it begins. Virtek would delay the separation time
of its shareholder rights plan and, if requested by the third party, would
waive the application of the shareholder rights plan to the Offer.

    About 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 for more information.

    Forward-looking Statements

    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

    %SEDAR: 00006230E

For further information:

For further information: about Virtek Vision International Inc. please
visit or contact: Peter Monsberger, VP Finance and CFO, Tel:
(519) 746-7190, Fax: (519) 746-3383, e-mail:;
Stephen J. Sorocky, President and CEO, Tel. (519) 746-7190, Fax. (519)
746-3383, e-mail:; Jo Mira Clodman, Clodman Hecht
Communications Inc., (416) 787-3773, e-mail:

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