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Montreal, June 30, 2008 - Dectron
Internationale (TSX: DTL):
PRINCIPAL SHAREHOLDERS PROPOSE TO TAKE DECTRON PRIVATE
Montreal, June 30, 2008 – 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 approval.
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 460 employees in its
manufacturing facilities. Its shares are listed on the TSX (DTL).
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