Mont Saint-Sauveur International Inc.

Mont Saint-Sauveur International Inc.

March 21, 2005 12:04 ET

Mont Saint-Sauveur International Inc. Proposes a Going-Private Transaction to its Shareholders


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: MONT SAINT-SAUVEUR INTERNATIONAL INC.

TSX VENTURE SYMBOL: MSX.A

MARCH 21, 2005 - 12:04 ET

Mont Saint-Sauveur International Inc. Proposes a
Going-Private Transaction to its Shareholders

SAINT-SAUVEUR-DES-MONTS, QUEBEC--(CCNMatthews - March 21, 2005) - Mont
Saint-Sauveur International Inc. ("Mont Saint-Sauveur") (TSX
Venture:MSX.A) announced today that it has entered into an agreement in
order to amalgamate with a newly-incorporated corporation created for
the sole purpose of the amalgamation, in order to proceed with a
going-private transaction to acquire all of the outstanding Class A
Subordinate Voting Shares of Mont Saint-Sauveur.

Pursuant to the proposed going-private transaction, the shareholders of
Mont Saint-Sauveur will receive for each Class A Subordinate Voting
Share of Mont Saint-Sauveur they hold, an amount of $2.30 per share.
This price was based on an independent valuation of Mont Saint-Sauveur
prepared by PricewaterhouseCoopers LLP and negotiations with a group of
supporting shareholders holding 961,111 Class A Subordinate Voting
Shares of Mont Saint-Sauveur. These supporting shareholders have signed
a support and voting agreement and have agreed to vote in favour of the
proposed amalgamation. This price represents a premium of 19.8% over the
closing price of Mont Saint-Sauveur's shares on the TSX Venture Exchange
on March 17, 2005, the last trading day on which the Class A Subordinate
Voting Shares traded on the TSX Venture Exchange prior to the
announcement of the proposed transaction.

On January 13, 2005, the Board of Directors retained
PricewaterhouseCoopers LLP to provide an independent valuation of Mont
Saint-Sauveur's shares. In its report dated March 17, 2005,
PricewaterhouseCoopers LLP determined the fair market value of Mont
Saint-Sauveur's shares as at December 19, 2004 to be between $2.00 to
$2.30 per share.

On February 24, 2005, the Board of Directors established a committee of
the Board comprised solely of independent members, namely Messrs.
Paul-Emile Beaulne and Marc Dalpe, to consider the going-private
transaction. The independent committee has concluded that the proposed
transaction is fair and recommends that shareholders vote in favour of
the transaction.

The proposed transaction will be effected through the amalgamation of
Mont Saint-Sauveur with a newly-incorporated corporation. Pursuant to
the amalgamation, except for shares held by a dissenting shareholder,
each Class A Subordinate Voting Share of Mont Saint-Sauveur will be
converted into one redeemable share of the amalgamated corporation, each
Class B Share of Mont Saint-Sauveur will be converted into one common
share of the amalgamated corporation, and each common share of the
newly-incorporated corporation will be converted into one common share
of the amalgamated corporation. The redeemable shares will be redeemed
by the amalgamated corporation for $2.30 per share payable cash by the
amalgamated corporation, immediately following the amalgamation.

A special meeting of the shareholders of Mont Saint-Sauveur will be held
on or about April 28, 2005 to consider the proposed transaction. The
amalgamation is subject to the approval of not less than two-thirds of
the holders of both classes of shares of Mont Saint-Sauveur voting
together and voting separately and as a class at the meeting and a
majority of the minority shareholders of Mont Saint-Sauveur voting at
the meeting. Further details of the proposed transaction will be
contained in the management proxy circular to be mailed to shareholders.


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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Mont Saint-Sauveur International Inc
    Mr. Jacques G. Hebert
    Chairman of the Board and Chief Executive Officer
    (514) 871-0101 or (450) 227-4671