Invesprint Corporation

Invesprint Corporation

February 28, 2005 16:52 ET

1330011 Ontario Limited Enters Into Support Agreement With Invesprint Corporation and Tender Agreement With Leland Verner and Illyria Inc.


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: INVESPRINT CORPORATION

TSX SYMBOL: INV

FEBRUARY 28, 2005 - 16:52 ET

1330011 Ontario Limited Enters Into Support Agreement
With Invesprint Corporation and Tender Agreement With
Leland Verner and Illyria Inc.

TORONTO, ONTARIO--(CCNMatthews - Feb. 28, 2005) - Invesprint Corporation
(TSX:INV)

1330011 Ontario Limited (the "Offeror"), a wholly owned subsidiary of
Metro Label Group Inc., has entered into a Support Agreement with
Invesprint Corporation pursuant to which the Offeror will make an Offer
to purchase 100% of the outstanding Common Shares of Invesprint that are
not currently held by the Offeror or its affiliates, for all cash
consideration at $1.20 per share or a total of approximately $6.5
million.

The Support Agreement also, among other things, sets forth
representations and warranties of Invesprint that the board of directors
of Invesprint will support the Offer by recommending that Invesprint's
shareholders tender their Common Shares to the Offer, and that
Invesprint's board of directors has unanimously determined that the
Offer is fair to shareholders, it is in the best interests of Invesprint
for the Offer to be made and the board of directors to support it on the
terms of the Support Agreement.

Invesprint has also agreed to refrain from soliciting an Acquisition
Proposal (as defined in the Support Agreement) except in certain
circumstances, and to pay a break fee and the costs of the Offeror in
certain circumstances.

The Offeror has also entered into a Tender Agreement with Leland Verner
and Illyria Inc., which collectively hold 1,561,515 Common Shares
representing approximately 29% of the Common Shares outstanding today.
The Tender Agreement provides that Leland Verner and Illyria Inc. will
tender all their Common Shares to the Offer and not withdraw their
shares except in certain circumstances.

If the Offeror acquires all of the Common Shares that it does not
already own, it will own 5,333,600 Common Shares plus an additional
number of Common Shares issuable upon exercise of previously granted
Common Share purchase options, or 100% of the outstanding Common Shares.

-30-

Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    1330011 Ontario Limited
    Pramod Gupta
    Chief Financial Officer
    (416) 292-6600 or Toll Free at 1-800-668-4405