CableServ Inc.

August 22, 2006 08:26 ET

CableServ Inc. and Costeff Network Solutions Inc. Announce Take-over Offer for CableServ

MISSISSAUGA, ONTARIO--(CCNMatthews - Aug. 22, 2006) -

Attention Business Editors:

CableServ Inc (the "Company") and Costeff Network Solutions Inc. ("Costeff") today announced that Costeff has agreed to make an offer to acquire all of the issued and outstanding common shares ("Common Shares") of the Company at a cash price of $0.095 per Common Share (the "Offer") The Offer establishes a $800,000 enterprise value for the Company.

Anthony Sandaluk and Marcus Sandaluk, and various related entities, which are the Company's controlling shareholders have entered into a lock-up agreement with Costeff, which provides that, subject to certain terms and conditions, they will deposit all of their Common Shares to the Offer. They own a total of 6,572,458 Common Shares, representing approximately 78.05% of the outstanding Common Shares.

The Board of Directors of the Company will create a special committee of independent directors to review the Offer in consultation with its independent legal and financial advisors and to advise shareholders as to their recommendation as to whether to accept or reject the Offer.

Costeff expects to mail a take-over bid circular shortly. The Offer will be conditional, among other things, that Costeff is satisfied with the results of its due diligence review of the Company. Under the Offer, Costeff has agreed to take up and pay for any and all tendered Common Shares, and the Offer is not subject to any minimum tender condition in relation to the Common Shares. If sufficient shares are tendered under the Offer, Costeff expects to use commercially reasonable efforts to acquire the remaining Common Shares by way of a subsequent acquisition transaction at the same price as is available under the Offer.

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. CableServ is a reporting issuer in the Province of Ontario. Its shares are not listed for trade on any exchange.

Contact Information

  • CableServ Inc.
    Anthony Sandaluk
    Chairman
    (905) 629-1111
    or
    Costeff Network Solutions Inc.
    Audley Alexander
    (905) 629-1111