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Transcontinental Announces a Takeover Bid for Printer and Publisher Optipress

Press release from the issuing company

MONTREAL, QUEBEC--Transcontinental Inc. announced today that it intends to make a takeover bid to the shareholders of Optipress Inc., a major printer and publisher in Atlantic Canada. Transcontinental will offer to buy the seven million outstanding shares of Optipress at C$8.00 per share, for a total purchase price of $56 million. The Optipress board of directors, after consultation with its financial advisors, has determined that the price is fair and in the best interest of the company and its shareholders. Transcontinental and Optipress have signed an agreement in which the Optipress board of directors unanimously agrees to recommend to shareholders that they accept the Transcontinental offer. They also undertake to pay C$1,000,000 to Transcontinental if the agreement is terminated upon Optipress withdrawing its recommendation to its shareholders or accepting a bid that is higher than Transcontinental's. Transcontinental will be sending Optipress shareholders a takeover bid circular within 10 business days of today's announcement. In that same period, the Optipress board will send shareholders the Directors' Circular recommending, among other things, acceptance of Transcontinental's offer. The Transcontinental offer is subject to certain conditions, including the deposit of 66 2/3% of the outstanding Optipress shares and regulatory approvals, and is expected to close in late January 2004. The major Optipress shareholders, i.e. NewCap Inc., Cameron Publications Limited, Dynamic Mutual Funds Ltd. and Craig L. Dobbin, who together hold 59.9% of the outstanding shares, have signed a lock-up agreement in which they agree to deposit the shares they hold, subject to the usual conditions. Optipress owns 25 weekly and bi-weekly papers as well as 9 printing plants and a network of digital reproduction centres in Newfoundland and Labrador, Nova Scotia, Prince Edward Island and New Brunswick (see complete list appended). It reports annual revenues of about C$75 million, 76% from printing operations and 24% from publishing, and has more than 600 employees. Optipress is a public company whose shares have been listed on the Toronto Stock Exchange under the symbol OPP since July 25, 2002, following the combination of the printing and publishing assets of Newfoundland Capital Corporation Limited and Cameron Publications Limited. "In the past few years the Atlantic provinces have been a special area of growth for Transcontinental," said Rémi Marcoux, Chairman of the Board and CEO of Transcontinental. "Our main operations there include nine local daily newspapers and two commercial printing plants, one in Halifax, Nova Scotia, and one in Borden, Prince Edward Island, which basically print our own newspapers, as well as The Globe and Mail and the National Post for the Atlantic Provinces. The Optipress acquisition will now allow us to offer commercial printing products and services in the Atlantic provinces and northeastern United States, and to add weekly newspapers in new communities." "Furthermore," added Mr. Marcoux, "Optipress meets our acquisition criteria: its operations complement our own, it is a profitable company, our cultures are compatible and it will contribute to earnings per share within 12 months following the acquisition. So for the shareholders of both Transcontinental and Optipress, this bid is good news. It will also benefit Optipress' customers, who will continue to receive top-quality and diversified service. Finally, I look forward to welcoming our new partners and colleagues from Optipress into the Transcontinental family. Together we will achieve even greater success in the months and years to come."