MKS Inc.

MKS Inc.

June 23, 2008 17:00 ET

MKS Announces Notice of Intention to Purchase Shares and Reinstitutes Shareholder Rights Plan

WATERLOO, ONTARIO--(Marketwire - June 23, 2008) - MKS Inc. ("MKS" or the "Company") (TSX:MKX) announced today that the Toronto Stock Exchange (the "TSX") has accepted its notice of intention to conduct a normal course issuer bid, pursuant to TSX rules, to enable it to purchase up to 3,849,611 of its common shares ("Common Shares"), representing approximately 10% of MKS' public float of 38,496,113 Common Shares and approximately 7.5 per cent of the approximately 51,552,335 Common Shares outstanding, in each case as of May 31, 2008.

Purchases under the bid may commence on June 26, 2008, and will terminate on the earlier of June 25, 2009, the date MKS completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX or the date of notice by MKS of termination of the bid. Purchases will be made on the open market by MKS through the facilities of the TSX in accordance with the rules and policies of the TSX. The price that MKS will pay for any such shares will be the market price of such shares on the TSX at the time of acquisition. Common Shares purchased under the bid will be cancelled. MKS' average daily trading volume during the last six calendar months was 54,237 Common Shares.

MKS believes that the market price of its Common Shares at certain times may be attractive and that the purchase of Common Shares from time to time would be an appropriate use of corporate funds in light of potential benefits to remaining shareholders.

MKS also announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan") designed to encourage the fair treatment of shareholders in connection with any transaction involving a change of control of MKS. MKS' former shareholder rights plan expired in 2006. The re-institution of such a plan addresses MKS' concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the board of directors or the shareholders to properly consider a take-over bid, or for the board of directors to seek alternatives to such a bid. The Rights Plan has not been instituted in response to any specific proposal to acquire control of MKS and MKS is not aware of any such proposal.

The Rights Plan will provide the Board of Directors of MKS and the shareholders more time to fully consider any unsolicited take-over bid for MKS. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. The Rights Plan is effective immediately and will continue in effect until the annual and special meeting of shareholders, expected to be held in August 2008. It is MKS' intention to seek shareholder approval at the meeting to extend the Rights Plan for a three year period thereafter.

The rights issued under the Rights Plan become exercisable when a person, together with any party related to it, acquires or announces its intention to acquire 20% or more of MKS' outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors of MKS. Should such an acquisition occur, rights holders, other than the acquiring person and related persons, can purchase common shares of the Company at half the prevailing market price at the time the rights become exercisable.

Under the Rights Plan, a Permitted Bid is a bid made to all holders of MKS' common shares that is open for acceptance for not less than 60 days. If at the end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.

About MKS

MKS is the rapidly growing thought leader in application lifecycle management, which enables software engineering and IT organizations to seamlessly manage their worldwide software development activities. With its flagship product, MKS Integrity, MKS offers support for all software development activities through a single enterprise application, resulting in better global collaboration and higher productivity. MKS supports customers worldwide with offices across North America, Europe and Asia. For more information about MKS, visit our Web site at

Copyright (C) 2008 MKS Inc. MKS is a registered trademark of MKS Inc. All other trademarks mentioned in this release are the property of their respective owners.

This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect the Company's current views with respect to future events and are subject to such risks and uncertainties. Although the Company believes the expectations represented by such forward looking statements are reasonable, there can be no assurance that those expectations will prove to be correct. Many factors could cause our actual results to differ materially from the statements made including those factors detailed from time to time in filings made by the Company with Canadian 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 or expected. The Company does not intend and does not assume any obligation to update these forward-looking statements.

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