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Metro Label Group Inc. Agrees To Make Take-Over Bid Of Invesprint Corp

Monday, February 28, 2005

Press release from the issuing company

TORONTO, ONTARIO-- Invesprint Corporation announced today that it has entered into a support agreement pursuant to which Metro Label Group Inc. will cause its wholly-owned subsidiary 1330011 Ontario Limited to offer to acquire all of the outstanding common shares of Invesprint for cash consideration of $1.20 per share by way of a public take-over bid. The offer price constitutes a 200% premium over the closing price of Invesprint's common shares on the last day such shares traded. The equity value of the acquisition, assuming that 5,333,600 Invesprint common shares are outstanding and tendered to the offer, is approximately $6.4 million, which equates to a total enterprise value of approximately $9 million. The Board of Directors of Invesprint has unanimously agreed to support the offer and will recommend that Invesprint shareholders tender their shares. Invesprint's Board of Directors has also received an opinion from its independent financial advisor, The Hathaway Corporation, that the offer is fair to Invesprint's shareholders from a financial point of view. Leland Verner, Invesprint's acting chief executive officer and largest shareholder, has entered into a lock-up agreement pursuant to which he and a corporation controlled by him have agreed to tender all of their shares to the offer, representing approximately 29% of the outstanding shares of Invesprint. Metro Label's offer will be mailed to Invesprint shareholders within approximately 10 business days of this announcement. Completion of the offer will be conditional upon at least 66-2/3% of the outstanding Invesprint common shares, calculated on a fully diluted basis, being tendered to the offer as well as other customary conditions, and is expected to close in April 2005. The support agreement provides that Invesprint will be required to pay Metro Label a fee of $234,019 and/or reimburse its expenses in the amount of $190,000 if the support agreement is terminated in certain circumstances. For over 50 years, Invesprint's Jonergin Division has been making high quality labels in St. Hubert, Quebec.




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