Delta Systems Inc.

Delta Systems Inc.

October 31, 2005 17:03 ET

Delta Systems Announces Amendment and Extension of the Offer Made in Connection with Redomiciling as a Canadian Company

ROGERS, ARKANSAS--(CCNMatthews - Oct. 31, 2005) -

- Expiry time of the Offer for the remaining Delta shares not tendered as of October 31, 2005 extended to November 30, 2005 -

Not for distribution to U.S. newswire services or for dissemination by any means into the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Delta Systems, Inc. (TSX VENTURE:DLT) ("New Delta"), a leader in automation and motion control solutions for the consumer products industry, today announced that it has varied the terms of its offer (the "Offer"), as amended by notices of extension dated August 25, 2005, September 14, 2005 and September 30, 2005, to purchase all of the outstanding shares, options and warrants of Delta Systems, Inc., a corporation incorporated under the laws of Arkansas ("Old Delta"), in exchange for shares, options and warrants of New Delta ("New Delta Shares"), in each case on a one-for-one basis by: (i) correcting the basis for calculating the amount per share that will be paid to shareholders who do not tender their Old Delta shares to the Offer in the event that Old Delta implements the Consolidation (as defined in the Offer); and, (ii) extending the expiry time of the Offer from 5:00 p.m. (EST) on October 31, 2005 to 5:00 p.m. (EST) on November 30, 2005.

In the event that Old Delta implements the Consolidation, shareholders who did not tender their Old Delta shares to the Offer will receive an amount in cash or other immediately available funds equal to the number of Old Delta Shares held immediately prior to the completion of the Consolidation multiplied by the volume weighted average closing price of the Old Delta shares (as opposed to the New Delta Shares) on the TSX Venture Exchange for the ten trading days on which the Old Delta shares traded immediately preceding the expiry of the Offer (including any extensions). Since the trading of Old Delta shares on the TSX Venture Exchange has been halted since October 4, 2005, this volume weighted average closing price has been calculated to be $0.72 per Old Delta share.

As at October 28, 2005, approximately 19,400,000 or 95% of the aggregate number of issued and outstanding shares of Old Delta had been deposited under the Offer and not withdrawn.

The Offer was first announced by Old Delta on July 14, 2005 and was made by the Company pursuant to an offer to purchase and circular dated July 20, 2005, as amended by notices of extension dated August 25, 2005, September 14, 2005 and September 30, 2005. Although structured as a formal take-over bid, the transaction is functionally an internal reorganization by Old Delta in order to re-domicile as a Canadian company. By reorganizing under the laws of Canada, Old Delta's Board of Directors believes the Company will benefit from reduced compliance costs, improved trading and more favourable access to capital. Investors are urged to read carefully the Offer and take-over bid circular dated July 20, 2005, the notices of extension and all other relevant documents filed with certain Canadian securities regulators as these documents contain important information regarding the transaction and the Offer.

About Delta Systems

Headquartered in Rogers, Arkansas, Delta Systems, Inc. is a leading developer of automation solutions for manufacturing and distribution operations. The Company operates two related business units: Delta Controls Inc. and Delta Automation Solutions Inc. Delta Controls' PC-based motion control software solution, SoftFlow™ is designed to enhance the speed, efficiency, precision and flexibility of automation applications on the plant floor, while providing connectivity to other enterprise systems. Delta Automation Solutions offers a comprehensive line of automation equipment including high-speed flow wrappers, feeding and distribution solutions, and labelling and product tracking systems. The Company offers a range of support services including: systems training, implementation, and engineering consulting to optimize customer deployment, utilization and systems integration. Delta currently has more than 400 installations withy approximately 70 customers, including 11 Fortune 500 companies. For more information, please visit:

None of Delta's or New Delta's securities have been registered under the United States Securities Act of 1933 (the "1933 Act") and may not be offered or sold to persons in the United States or to U.S. persons, except pursuant to an applicable exemption from the registration requirements of the 1933 Act.

Certain statements contained in this news release may constitute "forward looking statements". When used in this news release, the words "may," "would," "could," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect," and similar expressions, as they relate to Delta or its management are intended to identify forward-looking statements. Such statements reflect Delta's current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause Delta's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements, including among other things, those which are discussed under the headings "Risk Factors" and elsewhere in documents that Delta files from time to time with securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Delta does not intend, and does not assume any obligation, to update these forward looking statements.

No stock exchange or regulatory authority has approved or disapproved of the information contained herein.

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