Gerber Scientific (GRB) Enters Agreement to Make a C$1.05/Share Offer for Virtek Vision

September 5, 2008 8:20 AM EDT

Gerber Scientific, Inc. (NYSE: GRB) announced today that it has entered into a definitive agreement under which it will make an offer, through a wholly owned Canadian subsidiary, to acquire all of the outstanding shares of Virtek Vision International, Inc.

Under the terms of the Agreement, Gerber will offer C$1.05 per common share or C$35.1 million in cash. The offer represents an approximate 18 percent premium to the closing price of Virtek's shares on the Toronto Stock Exchange on August 29, 2008, the last full trading day prior to Virtek's announcement that it had received the offer. If an unsolicited superior proposal having a higher value is received by Virtek, Gerber has the right to match that competing offer. If Virtek proceeds with a superior proposal that Gerber chooses not to match, Virtek would be required to pay a break fee to Gerber of C$1.15 million, plus a reimbursement of expenses of up to C$250,000.

The acquisition will be funded through Gerber's existing $125 million line of credit.

The acquisition would immediately add approximately $50 million to Gerber's annual revenue while providing a platform for worldwide growth in Gerber's industrial and other composite materials applications.

Gerber Scientific, Inc. provides equipment, software, aftermarket materials, and related services for the sign making and specialty graphics, apparel and flexible materials, and ophthalmic lens processing industries worldwide.

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