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ROCTEST LTD. OBTAINS INTERIM COURT ORDER FOR PLAN OF ARRANGEMENT

^{Published on 2010-11-01 15:31:08 - Market Wire}
 

ST-LAMBERT, QC, Nov. 1 /CNW/ - Roctest Ltd. ("Roctest") (TSX: RTT), a leading designer and manufacturer of high-precision sensors for the civil engineering market and applications in the energy, healthcare and process control industries, announced today that the Superior Court of Québec has issued an interim order authorizing Roctest, amongst other things, to call, hold and conduct a special meeting of its shareholders (the "Meeting") to consider and, if deemed advisable, pass a special resolution approving a proposed statutory plan of arrangement governed by the Companies Act (Québec) (the "Arrangement").  On October 20, 2010, Roctest announced that it had entered into a definitive agreement pursuant to which Nova Metrix LLC, through an indirect wholly-owned subsidiary ("Nova Metrix"), will acquire all of the issued and outstanding common shares of Roctest at a price of $4.01 per share in cash and each holder of Roctest stock options will receive a cash payment equal to the difference between the $4.01 per share price and the exercise price per option.

The Meeting to approve the Arrangement will be held at 3:00 p.m. on December 2, 2010, at the ALT Hotel Quartier Dix30, Gold Room, 6500 de Rome Boulevard, Brossard, Quebec J4Y 0B6.  The record date for determining the holders of common shares of Roctest that will be entitled to receive notice of and to vote at the Meeting is November 3, 2010.  The special resolution approving the Arrangement must be approved by not less than 75% of the votes cast by shareholders represented in person or by proxy at the Meeting.  The board of directors of Roctest has unanimously recommended that shareholders vote in favour of the Arrangement.

Two of Roctest's principal shareholders, Fonds de solidarité des travailleurs du Québec (F.S.T.Q) and Perlus Microcap Fund, as well as the directors and senior officers of Roctest, including François Cordeau, President and Chief Executive Officer (collectively, the "Locked-up Shareholders"), have entered into voting agreements with Nova Metrix pursuant to which the Locked-up Shareholders have irrevocably agreed, subject to the terms thereof, to vote in favour of the Arrangement.  The Locked-up Shareholders hold, collectively, approximately 43.8% of the outstanding common shares of Roctest. 

The Notice of Special Meeting of Shareholders, management proxy circular, form of proxy and letter of transmittal with respect to the Arrangement are expected to be mailed to holders of common shares of Roctest in the coming days.  Copies of these documents will be available for viewing on the System for Electronic Document Analysis and Retrieval (SEDAR) website at [ www.sedar.com ].

About Roctest Ltd.

Roctest designs, manufactures and markets sensors and high-precision measuring instruments for the civil engineering market and applications in the energy, healthcare and process control industries. Roctest is recognized for its leading-edge technology, the quality of its technical expertise and its product development capabilities for challenging and demanding environments. Its products are mainly sold internationally. The common shares of Roctest are listed on the Toronto Stock Exchange under the symbol RTT. To reach Roctest Ltd. via the worldwide web, log on to [ www.roctest.com ].

About Nova Metrix LLC

Nova Metrix is a privately held company based in Woburn, Massachusetts, USA.  Nova Metrix, through its subsidiaries and affiliates, designs, manufactures and markets test and measurement instrumentation solutions.  For more information about Nova Metrix, go to [ www.nova-metrix.com ].

Caution concerning forward-looking statements

Except for historical information provided herein, this press 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, and as such involve a number of risk factors. Such factors may include, without excluding other considerations, risks related to foreign exchange fluctuations, evolution in customer demand for the Company's products and services, the impact of price pressure from competitors and general market trends, as well as economic and geopolitical changes. As a result, readers are advised that actual results may differ from expected results. The Company does not update or revise publicly its forward-looking statements, except as may be required under applicable law

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