Pacific Safety Products Inc.
TSX VENTURE : PSP

Pacific Safety Products Inc.

December 18, 2016 12:50 ET

Pacific Safety Board Concludes Unsolicited Offer from MKU Limited is Not Superior

ARNPRIOR, ONTARIO--(Marketwired - Dec. 18, 2016) - Pacific Safety Products Inc. (TSX VENTURE:PSP) ("PSP" or the "Company"), a leading North American manufacturer of advanced armour and personal protection solutions, reports that its board of directors (the "Board") has concluded, based on information currently available to it, that the unsolicited offer received from an affiliate of MKU Limited ("MKU") to acquire all of the outstanding common shares of PSP, including those issuable upon conversion of PSP's outstanding convertible debentures, for $0.25 in cash per share (the "MKU Offer") does not constitute a "Superior Proposal" as defined in the arrangement agreement (the "Safariland Agreement") dated November 10, 2016 between PSP and Med-Eng Holdings ULC, a Canadian wholly-owned subsidiary of Safariland, LLC ("Safariland").

As previously announced, the Board has requested on numerous occasions certain additional information from MKU and its advisors in order to assist the Board in its determination as to whether the MKU Offer constitutes a "Superior Proposal". Among other matters, those requests included evidence of internal or external financing sufficient to enable MKU to complete the proposed transaction without undue risk or delay, as well as waiving the deemed approval of the transaction under the Investment Canada Act which was proposed by MKU as a condition of closing. While MKU has provided certain information requested by the Board over the past two weeks, it has yet to provide sufficient evidence of financing, nor has it satisfactorily addressed other requests and concerns raised by the Board.

Following a comprehensive review of the information currently available to the Board and with the assistance of its financial and legal advisors, the Board has therefore concluded that the MKU Offer does not constitute a "Superior Proposal" under the Safariland Agreement. Consequently, the Board re-affirms its prior recommendation with respect to the pending transaction with Safariland to be considered at the annual and special meeting of shareholders which is scheduled for 10:00 a.m. on December 19, 2016. If and when further information becomes available to the Board, PSP will update shareholders accordingly.

PSP shareholders and prospective investors are advised to carefully review the Safariland Agreement and consult with their professional advisors before trading in securities of PSP.

About PSP: The mission statement of Pacific Safety Products Inc. is ...we bring everyday heroes home safely®. PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, tactical clothing, and protective products against chemical and biological hazards. PSP is the largest body armour manufacturer in Canada, directly supplying the Canadian Department of National Defence, Federal Government Agencies and major Canadian law enforcement organizations. The Company, through its U.S. subsidiary GH Armor Systems Inc., provides body armour products under the GH Armor Systems® brand to U.S. based law enforcement and private security firms. The Company also produces tactical clothing. Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.

Forward-Looking Information: This news release contains certain statements which may constitute "forward-looking information" within the meaning of applicable securities laws. These statements relate to anticipated or assumed events or results and, in some cases, can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms. The forward-looking events and circumstances discussed in this news release, including statements regarding whether all conditions of closing set forth in the Safariland Agreement will be satisfied and, therefore, the transaction contemplated thereby will be completed, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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