WATERLOO, ON, June 9 /CNW/ - Virtek Vision International Inc. (TSX: VRK)
("Virtek") - The Board of Directors of Virtek Vision International Inc., a
leading provider of high value industrial laser solutions, announced today
that it will not pursue the possible sale of Virtek to StockerYale, Inc.
(NSDQ: STKR) ("StockerYale").
Virtek announced on May 16, 2008 that it had received an unsolicited
letter from StockerYale expressing an interest in the possible acquisition of
Virtek for aggregate consideration of approximately $22 million, or $0.65 per
share, payable in cash and common stock of StockerYale. As of January 31, 2008
Virtek's net cash position was $7.3 million. The StockerYale letter was an
expression of interest and set out a number of conditions to any transaction
including satisfaction with the due diligence of Virtek, board approval,
confirmation of funding, no material adverse change in Virtek's business or
prospects, obtaining the requisite regulatory, shareholder and other approvals
and the execution and delivery of definitive agreements.
Virtek's decision not to pursue the sale transaction follows a
comprehensive review of the proposal by Virtek's Board of Directors in
consultation with PriceWaterhouseCoopers Corporate Finance, which served as
independent advisor to the Board. Virtek and its advisors reviewed the
structure and material terms and conditions proposed by StockerYale, the
proposed financing arrangements, the stock price history and financial
condition of StockerYale, and comparison with comparable transactions and
public company valuations. Also taken into consideration were the risks to
Virtek of proceeding to the due diligence phase of the contemplated
transaction and the likelihood that such a transaction would close.
"Virtek's Board of Directors has concluded that pursuing the possible
sale of Virtek to StockerYale on the terms proposed would not serve the best
interests of Virtek's shareholders" said Brian Harrison, Chairman of Virtek's
Board of Directors. "Under the leadership of our new CEO, Steve Sorocky,
Virtek has launched a comprehensive program to strengthen its performance on a
number of fronts. The Board has concluded that shareholder interests will be
best served by continuing to aggressively implement this strategic and
Virtek believes that the market price of the Common Shares may at certain
times be undervalued. On April 24, 2008 Virtek announced plans to undertake a
normal course issuer bid for up to 1,500,000 shares. In addition, certain
directors and senior officers of Virtek have indicated their intentions to
purchase common shares in the open market.
Virtek Vision International Inc. is a leading developer and provider of
high-value industrial laser solutions, supplying marking and engraving
products, templating, and inspection products, to customers around the world.
Virtek is a full-service provider, offering research and development,
manufacturing, training, after-sales support, and installation for customers
in the prefabricated construction, transportation, metalworking, tool and die,
and mold-making industries worldwide. Based in Waterloo, Ontario, Canada,
Virtek also has offices in Boston, Massachusetts, United States; Ludenscheid
and Nurnberg, Germany; and Busto Arsizio, Italy. Please visit www.virtek.ca
for more information.
For further information:
For further information: Peter Monsberger, VP Finance and CFO, Tel:
(519) 746-7190, Fax: (519) 746-3383, e-mail: firstname.lastname@example.org;
Stephen J. Sorocky, President and CEO, Tel. (519) 746-7190, Fax. (519)
746-3383, e-mail: email@example.com; Jo Mira Clodman, Partner, Clodman
Hecht Communications Inc., Tel: (416) 787-3773, E-mail: