Zedi Inc.
TSX VENTURE : ZED

Zedi Inc.

February 06, 2014 16:33 ET

Zedi Announces Leading Independent Proxy Firms Recommend That Zedi Shareholders Vote in Favour of Arrangement

CALGARY, ALBERTA--(Marketwired - Feb. 6, 2014) -

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Zedi Inc. ("Zedi" or the "Company") (TSX VENTURE:ZED) announces that Institutional Shareholder Services ("ISS") and Glass Lewis have both recommended that shareholders vote FOR the special resolution to approve the plan of arrangement between Zedi and 1779958 Alberta Ltd. (the "Arrangement"). The Arrangement will be considered at the upcoming special meeting of shareholders of Zedi to be held in the Bennett Boardroom at the offices of Bennett Jones LLP, 4500 Bankers Hall East, 855 - 2nd Street S.W., Calgary, Alberta on February 18, 2014 at 10:00 a.m. (Calgary time).

Both ISS and Glass Lewis are independent proxy advisory firms who provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders. In its analysis, ISS stated:

"The transaction is at arm's length and 100 percent of consideration will be paid in cash, which provides certainty of value and immediate liquidity. The Acquirer's offer appears to be the best alternative to the Company at this time, after considering the extensive review and negotiations made by the Company's independent committee with the Acquirer's and other interested parties. Overall, in light of the cash premium, the favorable market reaction and the absence of significantly noted governance concerns, shareholder approval of this resolution is warranted."*

Glass Lewis stated:

"We view the proposed management buyout as a bona fide alternative and in fact the best option available for unaffiliated shareholders. In our opinion, the buyout price represents an attractive price at which unaffiliated shareholders can exit their investment in the company and immediately realize the certainty and liquidity of cash."*

The board of directors of Zedi recommends that Shareholders vote
IN FAVOUR of the Arrangement.

Shareholders are reminded to vote their proxy FOR the Arrangement prior to the proxy voting deadline of Thursday, February 13, 2014 at 10:00AM (Calgary time).

Shareholders are encouraged to carefully review the management information circular of Zedi dated January 17, 2014 (the "Circular") and accompanying materials as they contain important information regarding the Arrangement and its consequences to shareholders. A copy of the Circular is available on Zedi's website at www.zedi.ca. It is also available under the Company's profile on SEDAR at www.sedar.com.

Your vote is important regardless of the number of shares you own.

How to Vote

Due to the essence of time, shareholders are encouraged to vote using the internet, telephone or by fax.

Registered Shareholders may vote:

Shareholders who hold Zedi shares through a bank or other intermediary are also entitled to vote their Zedi shares by calling 1-800-474-7493 and providing their 12 digit control number located on the voting instruction form in their package.

Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, Zedi's proxy solicitation agent, toll-free at 1-877-452-7184, locally at 416-304-0211 or by email at assistance@laurelhill.com.

*Permission to quote from the ISS and Glass Lewis reports was neither sought nor obtained.

ABOUT ZEDI

Zedi Inc. (TSX VENTURE:ZED) helps the world's oil and gas producers be more productive, more profitable, and more sustainable through technology backed by expert consultation and services. Our 60 years of continuous operations in North America and recognition as one of the industry's best workplaces, sets us apart in the production operations landscape. With our unique combination of award-winning automation, data management, and field and professional services, we offer solutions to our customers' challenges and help them realize their production potential.

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

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