Invesprint Corporation

Invesprint Corporation

February 25, 2005 09:15 ET

Metro Label Group Inc. Agrees To Make Take-Over Bid For The Shares Of Invesprint Corporation


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: INVESPRINT CORPORATION

TSX SYMBOL: INV

FEBRUARY 25, 2005 - 09:15 ET

Metro Label Group Inc. Agrees To Make Take-Over Bid
For The Shares Of Invesprint Corporation

TORONTO, ONTARIO--(CCNMatthews - Feb. 25, 2005) - Invesprint Corporation
(TSX:INV) announced today that it has entered into a support agreement
pursuant to which Metro Label Group Inc. will cause its wholly-owned
subsidiary 1330011 Ontario Limited to offer to acquire all of the
outstanding common shares of Invesprint for cash consideration of $1.20
per share by way of a public take-over bid. The offer price constitutes
a 200% premium over the closing price of Invesprint's common shares on
the last day such shares traded. The equity value of the acquisition,
assuming that 5,333,600 Invesprint common shares are outstanding and
tendered to the offer, is approximately $6.4 million, which equates to a
total enterprise value of approximately $9 million.

The Board of Directors of Invesprint has unanimously agreed to support
the offer and will recommend that Invesprint shareholders tender their
shares. Invesprint's Board of Directors has also received an opinion
from its independent financial advisor, The Hathaway Corporation, that
the offer is fair to Invesprint's shareholders from a financial point of
view.

Leland Verner, Invesprint's acting chief executive officer and largest
shareholder, has entered into a lock-up agreement pursuant to which he
and a corporation controlled by him have agreed to tender all of their
shares to the offer, representing approximately 29% of the outstanding
shares of Invesprint.

Metro Label's offer will be mailed to Invesprint shareholders within
approximately 10 business days of this announcement. Completion of the
offer will be conditional upon at least 66-2/3% of the outstanding
Invesprint common shares, calculated on a fully diluted basis, being
tendered to the offer as well as other customary conditions, and is
expected to close in April 2005.

The support agreement provides that Invesprint will be required to pay
Metro Label a fee of $234,019 and/or reimburse its expenses in the
amount of $190,000 if the support agreement is terminated in certain
circumstances.

For over 50 years, Invesprint's Jonergin Division has been making high
quality labels in St. Hubert, Quebec.

About Metro Label Group Inc.

Metro Label Group Inc. comprises three operating companies: Metro Label
Company Ltd (Toronto, Ontario), Metro Label Pacific Ltd. (Vancouver, BC)
and Metropolis Label Corp. (based in Napa Valley, California).
Established in 1974, the companies manufacture pressure-sensitive labels
for a variety of industries in Canada, the US and the Caribbean.

Metro Label has differentiated itself in the marketplace by reinvesting
in people, processes and technology, and building collaborative
relationships with all stakeholders - employees, clients and suppliers.
The company possesses an uncompromised commitment to creating the finest
quality products - the Toronto plant is ISO 9001:2000 certified and has
adopted the LEED standard in the construction of its new state of the
art manufacturing facility. This will be the first industrial "green"
building in Toronto and is expected to be ready this June 2005.

Metro Label Group Inc., through its subsidiaries, collectively employs
more than 180 employees in three locations across North America.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Invesprint Corporation
    Leland Verner
    Acting Chief Executive Officer
    (416) 823-7474
    or
    Metro Label Group Inc.
    Sandeep Lal
    President
    (416) 321-7871