Delta Systems Inc.
TSX VENTURE : DLT.S

Delta Systems Inc.

October 03, 2005 09:28 ET

Delta Systems Announces The Take-Up Of All Shares Deposited Up To September 30, 2005 Under The Offer Made In Connection With Redomiciling As A Canadian Company

ROGERS, ARKANSAS--(CCNMatthews - Oct. 3, 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.

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

Delta Systems, Inc. (TSX VENTURE:DLT.S) ("Delta"), a leader in automation and motion control solutions for the consumer products industry, today announced that its wholly-owned subsidiary, Delta Systems, Inc., a corporation incorporated under the laws of Canada ("New Delta"), has taken up all Delta securities deposited and not withdrawn up to 4:59 p.m. (EST) on September 30, 2005 under its previously announced offer (the "Offer") to purchase all of the outstanding shares, options and warrants of Delta, a corporation incorporated under the laws of Arkansas, in exchange for shares, options and warrants of New Delta, in each case on a one-for-one basis. New Delta will pay for the Delta securities so taken up within the prescribed time under the Offer and applicable laws. As at September 30, 2005, all of the conditions of New Delta's Offer were satisfied or waived and approximately 19,000,000 or 93% of the aggregate number of issued and outstanding shares of Delta had been deposited under the Offer and not withdrawn.

In addition, New Delta has extended the expiry time of the Offer for the remaining issued and outstanding shares of Delta from 5:00 p.m. (EST) on September 30, 2005 to 5:00 p.m. (EST) on October 31, 2005.

Although structured as a formal take-over bid, the proposed transaction is functionally an internal reorganization that Delta is proposing in order to re-domicile as a Canadian company. Delta believes that its current corporate structure is unnecessarily complex and imposes significant compliance costs and that these factors have negatively impacted the trading of its stock and its access to capital. Consequently, the Board of Directors of Delta has determined that Delta should be reorganized under the laws of Canada. Although a continuance under the Canada Business Corporations Act would also accomplish this objective, the Board of Directors has been advised that a continuance would have significant adverse tax consequences to Delta. The proposed reorganization is not expected to result in negative tax consequences for either Delta or its common shareholders.

The Offer, as extended, will remain open for acceptance until 5:00 p.m. (EST) on October 31, 2005. A notice of extension of the Offer will be mailed by New Delta to Delta's securityholders shortly. Investors are urged to read carefully the offer and take-over bid circular dated July 20, 2005, the notice of extension and all other relevant documents filed with certain Canadian securities regulators as these documents contain important information regarding the proposed transaction and the extension of 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: www.delta-systems-inc.com.

No stock exchange or regulatory authority has approved or disapproved of the information contained herein. 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. The ".s" suffix in the trading symbol indicates that certain restrictions are imposed by Regulation S under 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.

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