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ROCTEST LTD. COMPLETES ARRANGEMENT WITH NOVA METRIX LLC

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  Published in Science and Technology on Friday, December 10th 2010 at 13:05 GMT by Market Wire
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ST-LAMBERT, QC, Dec. 10 /CNW/ - Nova Metrix LLC ("Nova Metrix") and Roctest Ltd. ("Roctest") (TSX: RTT) jointly announced today the closing of the acquisition by Nova Metrix of 5,570,571 common shares of Roctest, being all of the outstanding common shares, through an indirect wholly-owned subsidiary of Nova Metrix, at a price of CAD $4.01 in cash per share.  In addition, 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 of the option.  The shareholders and optionholders will receive their respective consideration for their shares and options as soon as practical thereafter. The aggregate consideration paid by Nova Metrix was $23,489,500.  The transaction was completed and effected by way of a plan of arrangement governed by the Companies Act (Québec) involving shareholders and optionholders of Roctest (the "Arrangement").  The final order of the Superior Court of Québec approving the Arrangement was rendered on December 7, 2010. 

As a result of the Arrangement, Nova Metrix indirectly owns 5,570,571 common shares of Roctest, representing 100% of the outstanding common shares.  The common shares of Roctest are expected to be delisted from the Toronto Stock Exchange effective at the date of close of trading of Tuesday, December 14, 2010.

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.  Nova Metrix is located on 600 Unicorn Park Drive, Woburn, MA, 01801.  Nova Metrix is an indirect wholly-owned subsidiary of Nova Scientific Holdings LLC.  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.