MPL COMMUNICATIONS INC.
TSX VENTURE : MPZ

MPL COMMUNICATIONS INC.

August 07, 2008 14:48 ET

MPL Announces Take-Over Proposal by Majority Shareholders

TORONTO, ONTARIO--(Marketwire - Aug. 7, 2008) - MPL Communications Inc. (TSX VENTURE:MPZ) announces that its majority shareholders have made a proposal to acquire all of the common shares of MPL that they do not already own.

The offer will be a cash take-over bid pursuant to which minority shareholders will be offered Cdn $0.08 per share. MPL's shares are listed on TSX Venture Exchange under the trading symbol MPZ. The shares trade infrequently. Immediately prior to this announcement the shares were offered at $0.07 with a bid price of $0.025. The five most recent trading prices were $0.09 and $0.10 on June 17, $0.055 on June 3, $0.07 on May 22, $0.08 on May 5 and $0.08 on April 8.

The majority shareholders are Marpep Publishing Limited, Barrie Martland (MPL's President), Stephen D. Pepper (MPL's Chairman) and their affiliates and associates. The majority shareholders own 10,810,056 shares, being 57.3% of MPL's 18,875,556 issued shares. The minority shareholders own 8,065,500 shares, being 42.7% of the issued shares.

The offer will be made by MPL Acquisition Inc., a special purpose corporation owned by one or more of the majority shareholders. Various pre-conditions must be satisfied before a formal offer is made, including a support agreement regarding the offer being entered into between MPL and the acquisition company and MPL's independent directors recommending acceptance of the offer.

It is anticipated that MPL will establish an independent committee of directors, comprised of Allie Ash, Lynn Goth and William Scott, to consider the proposed offer. The independent committee will retain an independent valuator to prepare a formal valuation of the shares, as required by Canadian securities law and at the expense of the acquisition company.

MPL is an internationally recognized independent investment advisory publisher of nine investment advisory newsletters, an investment newspaper published twice monthly, an investment advisory web site and an on-line equity research service. MPL also publishes two non-financial newsletters for health and dental professionals. Almost all subscribers are located in Canada.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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