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Cenosis to Acquire Majority Stake in Communicorp

Monday, February 26, 2001

Press release from the issuing company

February 22nd, 2001, Montreal - Cenosis Inc. (MSE: CE) announces today that an agreement has been concluded on February 16th, 2001 between Cenosis Inc. and the principal shareholders of Communicorp Corporation (TSE :CUC), Eugene Karadjian and Donald Gill. By virtue of this agreement, Cenosis will acquire all 5,017,824 shares held by said shareholders, representing 54.9% of the outstanding common shares of Communicorp. Under the terms of the agreement, the price of the transaction is $0.70 per common share of Communicorp, for a total consideration of $3,512,477 payable in common shares of Cenosis. The number of shares to be issued by Cenosis will amount to 1 254 456 shares which number represents approximately $2.80, divided by $0.70. “This transaction marks a major step in the development of Cenosis, making it a leader in media production services in Canada. Communicorp and our newly-acquired subsidiary, Leading Graphics, combined with our proprietary technology platform, together establish Cenosis as a major player in Toronto, Canada’s largest media market,” said Richard Corbo, President and Chief Executive Officer of Cenosis.




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