IPL Inc.
TSX : IPI.A

IPL Inc.

September 16, 2010 14:57 ET

IPL Announces Mailing of Information Circular

SAINT-DAMIEN, QUÉBEC--(Marketwire - Sept. 16, 2010) - IPL Inc. (TSX:IPI.A) ("IPL"), one of North America's leading manufacturers of plastic products, announced that it has mailed a management information circular dated September 7, 2010 (the "Information Circular") to the holders of multiple voting shares of IPL (the "Shareholders") in respect of a special meeting (the "Meeting"), which is to be held at 10:00 a.m. (Eastern time) on October 12, 2010 at the Château Bonne Entente Hotel located at 3400 chemin Sainte-Foy, Quebec City, Quebec. At the Meeting, the Shareholders will be asked to consider, among other things, to pass a special resolution (the "Amalgamation Resolution") confirming the by-law authorizing the amalgamation of IPL with certain affiliates of Novacap and Fonds de solidarité FTQ (the "Amalgamation") in accordance with the provisions of sections 123.115 and following of the Companies Act (Québec) and the reduction of the issued and paid-up share capital of the multiple voting shares of IPL. Pursuant to the Amalgamation, each Shareholder will receive one redeemable share (an "Amalco Redeemable Share") of the amalgamated company ("Amalco") for each multiple voting share of IPL held immediately prior to the Amalgamation. Each Amalco Redeemable Share will immediately upon the Amalgamation be redeemed for $6.50 payable in cash by Amalco.

The Amalgamation was considered at length by the board of directors of IPL (the "Board") and was approved unanimously thereby (with Messrs. Julien Métivier, Rémi Métivier, Clément Métivier, Serge Bragdon, Michel Labadie and François Béchard abstaining in light of the fact that such directors have entered into voting and support agreements with Novacap and the Fonds de solidarité FTQ) following the report and a favourable unanimous recommendation of the strategic review committee comprised of three independent members of the Board, namely Pierre Racine (Chair), Alain Michel and Jean-Yves Leblanc. In doing so, the Board determined that the Amalgamation is fair to the Shareholders other than Shareholders who have entered into voting support agreements (the "Public Shareholders"), and in the best interests of IPL, and authorized the submission of the Amalgamation to Shareholders for their approval. The Board has also determined unanimously (with interested directors abstaining) to recommend to the Public Shareholders that they vote in favour of the Amalgamation.

The requisite approval for the Amalgamation Resolution will be: (i) 66â…”% of the votes cast on the Amalgamation Resolution by the Shareholders, and (ii) a simple majority of the votes cast on the Amalgamation Resolution by the Shareholders, excluding the senior management Shareholders (namely, Serge Bragdon, Serge Mercier, Éric Doyon, Gaston Lacasse, Pierre Fradette, Marcel Riou and Michel Fillion) and any other interested parties, and certain of their related parties and joint actors, if any (within the meaning of, and as provided by, Section 8.1 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Specific Transactions), in each case present in person or by proxy and entitled to vote at the special meeting of Shareholders.

Subject to receiving the required Shareholder and regulatory approvals and the satisfaction of the other customary conditions, it is anticipated that the Amalgamation will be completed shortly after the Meeting.

The Information Circular contains detailed information regarding the Amalgamation and the other matters to be considered at the Meeting. A copy of the Information Circular is available under the corporate profile of IPL on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

About IPL

IPL is one of the leading North American producers of moulded plastic products through injection and extrusion for various industrial manufacturing sectors. IPL employs close to 900 people in its four plants located in Saint-Damien, Saint-Lazare and Lawrenceville (Québec), and Edmundston (New Brunswick). The Company manufactures and markets over 400 products for the packaging, materials handling and environment sectors. IPL also provides highly technical value-added custom moulding services for the transport industry, as well as for various industrial uses. Further information about IPL is available at www.ipl-plastics.com.

About Novacap

With over $750 million in assets under management, Novacap is one of Canada's leading private equity and venture capital firms. Since 1981, its partnership strategy has helped over 50 companies accelerate growth and maximize value. Novacap is one of North America's top private equity firms, with first-quartile returns in North America. Further information about Novacap is available at www.novacap.ca.

About the Fonds de solidarité FTQ

The Fonds de solidarité FTQ helps drive our economy. With net assets of $7.3 billion as at May 31, 2010, the Fund is a development capital investment fund that channels the savings of Quebecers into investments in all sectors of the economy to help further Québec's economic growth. The Fund is a partner, either directly or through its network members, in 2,052 companies. With its 577,511 owner-shareholders, it has helped, on its own or with other financial partners, to create, maintain and protect 180,934 jobs. For more information, visit www.fondsftq.com.

Forward-Looking Statements

Except for historical information provided herein, this press release contains "forward-looking statements" within the meaning of the applicable securities legislation regarding the proposal to privatize IPL, including the statement regarding the terms of the proposed transaction. Therefore, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of IPL to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements in this press release. These risks and uncertainties include, but are not limited to, the satisfaction of the conditions to consummate the Amalgamation, including the approval of the Amalgamation Resolution by the Shareholders, the occurrence of any event, change or other circumstances that could give rise to termination of the Merger Agreement, a delay in the consummation of the Amalgamation or failure to complete the Amalgamation for any other reason, the amount of the costs, fees, expenses and charges related to the Amalgamation, and the risks associated with general economic conditions. The forward-looking statements in this press release are made as of the date of this press release and, except as required by law, IPL disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information or future events.

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