Datamark Systems Group Inc.

Datamark Systems Group Inc.

June 07, 2007 13:39 ET

Arrangement Approved by Datamark Shareholders


Datamark Systems Group Inc. (TSX:DMK) Datamark is pleased to announce that, at a meeting (the "Meeting") held earlier today, the shareholders of Datamark voted in favor of the proposed arrangement (the "Arrangement") and all transactions contemplated thereby, pursuant to section 192 of the Business Corporations Act, providing for the combination of Datamark and Komunik Corporation (the "Combined Entity").

Pursuant to the terms of the Arrangement, for each Datamark share held, Datamark shareholders are, at their option, entitled to a consideration equal to $2.0275 in cash; or one share of the Combined Entity; or a combination thereof subject to pro-ration. Pursuant to the terms of the Arrangement, in the aggregate, 64.5% of Datamark's shares will be exchanged for cash and 35.5% will be exchanged for shares of the Combined Entity.

Acceptance of the Arrangement required approval of at least 66 2/3 of the votes cast at the Meeting by shareholders present at the Meeting or represented by proxy and, in addition, approved by a majority of votes cast by minority shareholders, namely, all holders of Datamark common shares other than any interested shareholders. 99.98% of the votes cast by Datamark shareholders, voting in person and by proxy at the Meeting, were in favour of the Arrangement. Furthermore, 99.98% of the votes cast by minority shareholders, voting in person or by proxy at the Meeting were in favour of the Arrangement.

Pursuant to support and voting agreements previously executed, shareholders holding, in the aggregate, 78.05%, of the issued and outstanding shares of Datamark, had agreed to support the Arrangement. Amongst such shareholders, at least one shareholder holding 36.97% of the issued and outstanding shares of Datamark, qualified as meeting the condition of a "previous arm's length negotiations" under Section 4.4 (2) of Quebec Regulation Q-27.

A final order of the Quebec Superior Court will be sought on June 8, 2007. Once the final order has been granted by the Court and all other conditions of closing have been completed, the arrangement documents will be filed with Industry Canada. Closing of the Arrangement is expected to take place on or about June 12, 2007.

About Komunik

Komunik is a provider of end-to-end solutions for relationship marketers. Through technology innovation, Komunik helps Fortune 1000 companies increase their control of the marketing environment. Komunik provides marketers with world-class expertise and support for multi-channel activities and business process optimization. Komunik's value proposition includes: Marketing Programs Outsourcing, Email Marketing, Interactive Marketing and Variable Printing Solutions. The Company's proprietary technology provides a flexible feature set to meet marketers' demands. Konversation, a modular technology platform, is designed to optimize and integrate business processes and relationship marketing activities.

About Datamark

Datamark Systems Group Inc. is dedicated to providing efficient and innovative document Management solutions. The company's operating divisions and subsidiaries, Datamark Systems, Proforms and Les Impressions Intra-Media Inc. provide a full range of products and services including forms, labels, airline products and short and long run commercial printing. Document management services encompass warehousing and distributions as well as customized inventory and cost reporting. Datamark Systems Group Inc.'s plants and distributions centers are in Quebec, Ontario, Manitoba and Alberta. Datamark Systems Group Inc.'s shares are listed on the Toronto Stock Exchange under the symbol DMK.

Cautionary note about forward-looking statements

Some of the statements made in this release may constitute forward-looking information or statements within the meaning of securities laws. These statements are based on certain factors and assumptions, which Datamark and Komunik believe are reasonable as of the current date. While Datamark and Komunik consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Datamark and Komunik caution that actual future performance could be affected by a number of factors, including technological change, regulatory change and competitive factors, many of which are beyond Datamark's and the Komunik's control. Therefore, future events and results may vary substantially from what Datamark and Komunik currently foresee. While Datamark and Komunik may elect to, they are under no obligation (and expressly disclaim any such obligation) and do not undertake to update or alter this information.

Contact Information

    450-663-7878, EXT. 410
    Massy-Forget Public Relations
    Emily Bradshaw/Safia Genereux-Khali
    514-842-2455 extension 26 or 31 /