CableServ Inc.

Costeff Network Solutions Inc.

January 15, 2007 14:06 ET

CableServ Inc. and Costeff Network Solutions Inc. Announce Compulsory Acquisition of Shares

MISSISSAUGA, ONTARIO--(CCNMatthews - Jan. 15, 2007) -

Attention Business Editors:

CableServ Inc. (the "Company") and Costeff Network Solutions Inc. ("Costeff") jointly announce that Costeff will today be mailing to shareholders of the Company who did not accept the Take-Over Bid Offer made by Costeff to the shareholders of the Company ("Dissenting Offerees") a Notice pursuant to section 188 of the Business Corporations Act of Ontario (the "OBCA") that it will be invoking the compulsory acquisition provisions of that section with respect to shares that were not tendered to the Take-Over Bid.

Costeff made an offer (the "Offer") to purchase, on and subject to the terms and conditions of the Offer, all of the issued and outstanding Common Shares (the "Common Shares" or "Shares") of CableServ Inc. ("CableServ") to all shareholders of CableServ (the "Offerees") at a price of $0.095 (CDN) cash per Common Share, which Offer was open for acceptance until 5:00 p.m. (Mississauga time) on Friday, November 17, 2006 (the "Expiry Time") (the "Take-Over Bid").

CableServ is a reporting issuer in the Province of Ontario and the Common Shares are not listed for trading on any exchange.

Acquisition of Common Shares Deposited Under the Offer.

8,339,515 Common Shares of CableServ, representing 99.0317% of the issued and outstanding Shares of CableServ were deposited by Offerees pursuant to the Offer who accepted the Take-Over Bid. Costeff has taken up and paid for the Common Shares deposited by Offerees who have accepted the Take-Over Bid.

Compulsory Acquisition

Section 188 of the OBCA permits Costeff to acquire the Shares not tendered to the Take-Over if it was accepted by the holders of not less than 90% of the Shares to which the Take-Over Bid related, other than Shares held at the date of the Take-Over Bid by or on behalf of Costeff or its affiliates or associates (as such terms are defined in the OBCA). Costeff did not hold any Shares of CableServ at the date of the Take-Over Bid.

To exercise its right of Compulsory Acquisition, Costeff must give notice (the "Offeror's Notice") to each holder of Common Shares who did not accept the Offer (and to each person who subsequently acquires any such Common Shares) (in each case, a "Dissenting Offeree") of such proposed acquisition on or before the earlier of the 60th day following the Expiry Time and the 180th day following the date of the Offer. In accordance with Section 188 of the OBCA, within 20 days after receipt of the Offeror's Notice, each Dissenting Offeree must send the certificate(s) representing the Common Shares held by such Dissenting Offeree to CableServ, and may elect either to transfer such Common Shares to the Offeror on the terms of the Offer or to demand payment of the fair value of such Common Shares held by such holder by so notifying Costeff . If a Dissenting Offeree has elected to demand payment of the fair value of such Common Shares, Costeff may apply to a court having jurisdiction to hear an application to fix the fair value of such Common Shares of the Dissenting Offeree. If Costeff fails to apply to such court within 20 days the dissenting Offeree may then apply to the court within a further period of 20 days to have the court fix the fair value. If there is no such application by the Dissenting Offeree within such period, the Dissenting Offeree will be deemed to have elected to transfer such Common Shares to Costeff on the terms of the Offer. Any amount resulting from the judicial determination of the fair value of the Common Shares could be more or less than the amount paid pursuant to the Offer.

The foregoing is a summary only of the rights of Compulsory Acquisition and is qualified in its entirety by the provisions of Section 188 of the OBCA. Section 188 of the OBCA is complex and may require strict adherence to notice and timing provisions, failing which a Dissenting Offeree's rights thereunder may be lost or altered. Shareholders should review Section 188 of the OBCA for the full text of the relevant statutory provisions and Shareholders who wish to be better informed about those provisions of the OBCA should consult their legal advisors.

The Notice to Shareholders and related documents have been filed on SEDAR and will be available at www.sedar.com.

About Costeff

Costeff is a privately-owned corporation, controlled by Audley Alexander and Edward Winchell. Mr. Alexander is currently President of CableServ Inc., and Mr. Winchell is sales manager of CableServ Inc.

About the Company

CableServ Inc. is a Canadian based business formed by the amalgamation of CableServ Electronics Ltd. ("CEL") and Triple Crown Electronics Inc. ("TCE") focusing on the design, manufacture and distribution of systems and equipment used by cable television systems. CableServ offers a full range of broadband amplifiers for modern cable telecom systems focusing on RF amplifiers within the cable system, and transmitter and receiver modules for those segments of the system that distribute via optical fibre. All of the Corporation's products are compatible with the world's major TV signal standards and AC power systems. CableServ's business is not dependent upon patents, but rather depends primarily upon its technical competence and continued research and development.

Certain Reporting and Disclosure Requirements

CableServ is subject to the information and reporting requirements of the Securities Laws of Ontario. In accordance therewith, CableServ is required to file reports, financial statements and other information with Canadian Shares regulators relating to its business, financial condition and other matters. Information as of particular dates concerning CableServ's directors and officers, their remuneration, their indebtedness, if any, to CableServ, the principal holders of Shares and any material interests of such persons in transactions with CableServ and other matters is required to be disclosed in proxy statements distributed to Shareholders and filed with certain Canadian Shares regulators and may be inspected at CableServ's offices, or as filed with Canadian Shares regulators at www.sedar.com.

Contact Information

  • CableServ Inc.
    Bruce Forth
    Secretary
    (905) 274-0102 x 25
    or
    Costeff Network Solutions Inc.
    Audley Alexander
    (905) 629-1111