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ROCTEST SHAREHOLDERS APPROVE SALE TO NOVA METRIX LLC

  //science-technology.news-articles.net/content/2 .. hareholders-approve-sale-to-nova-metrix-llc.html
  Published in Science and Technology on Thursday, December 2nd 2010 at 16:05 GMT by Market Wire
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ST-LAMBERT, QC, Dec. 2 /CNW/ - Roctest Ltd. ("Roctest" or the "Company") (TSX: RTT) announced that at the special general meeting held today in Brossard, Québec, Roctest shareholders overwhelmingly approved the previously-announced plan of arrangement with Nova Metrix LLC, pursuant to which Nova Metrix will acquire, on the effective date of the transaction and through an indirect wholly-owned subsidiary, all of the issued and outstanding common shares of Roctest at a price of CAD $4.01 per share in cash, and holders of outstanding Roctest stock options will receive a cash payment equal to the difference between the offer price and the exercise price per option. Over 99.9% of the votes cast by shareholders represented in person or by proxy were voted in favour of the plan of arrangement, thus exceeding the required minimum 75% of the votes cast under the Companies Act (Québec).

The closing of the transaction will take place in the days following final approval of the arrangement by the Superior Court of Québec. The hearing seeking final Court approval is scheduled for December 7, 2010 in Longueuil, Québec. It is expected that the common shares of Roctest will be delisted from the Toronto Stock Exchange shortly thereafter.

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 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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