MONTREAL - Ness Lakdawala, principal shareholder, president, CEO, and chairman of the board of Dectron, and Leonard B.C. Schlemm, a principal shareholder of Dectron, have entered into an agreement with Dectron Internationale Inc. to acquire all of the outstanding common shares of the company not held directly or indirectly by Lakdawala, members of Lakdawala’s family, or Schlemm at a price of $4.20 cash per share. Currently representing a total of approximately 73.15 percent of shares, the price per common share represents a 78.7 percent 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 transaction.

Back in April, Dectron’s board of directors established a special committee that has since unanimously recommended that the board approve the proposed privatization transaction. The board also unanimously approved and recommended that shareholders vote in favor of the transaction that is expected to close in Aug. 2008.

The transaction will be affected by way of an amalgamation between Dectron and two newly created corporations, which are wholly-owned by Lakdawala, members of Lakdawala’s family, and 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. It is anticipated that this meeting will be held in early Aug. 2008. Full details of the transaction will be contained in a management information circular to be mailed to Dectron’s shareholders. Completion of the transaction is also subject to regulatory approval.

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Publication date:07/21/2008