Press Release
CAE Inc. and Engenuity Technologies Inc. announce mailing of the takeover bid circular and the Directors’ Circular in connection with previously announced friendly all cash Offer
Montreal, February 22, 2007 — CAE Inc. ("CAE") (NYSE: CGT; TSX: CAE) and Engenuity Technologies Inc. ("Engenuity") (TSX: EGY) jointly announced that CAE will be mailing today to shareholders of Engenuity (the "Shareholders") its offer and a take-over bid circular dated February 21, 2007, and related documents in connection with its previously announced offer for all of the issued and outstanding common shares of Engenuity (the "Shares") at a purchase price of CDN $1.20 per Share in cash (the "Offer").
Included in the package mailed to Shareholders is the directors’ circular prepared by Engenuity’s board of directors (the "Directors’ Circular") unanimously determining that the Offer is fair and in the best interest of Engenuity and recommending that Shareholders accept the Offer and tender their Shares. The board of directors of Engenuity had received an opinion from their financial advisor Raymond Chabot Grant Thornton that the offer price is fair, from a financial point of view, to Shareholders of Engenuity. The offer price represents a premium of 14% to the volume-weighted average closing price of Engenuity’s Shares on the Toronto Stock Exchange for the 20 trading days preceding the announcement of the Offer.
The details of the Offer are contained in the take-over bid circular. The Offer and take-over bid circular, the Directors’ Circular and related documents have been filed with SEDAR and are available at http://www.sedar.com. Pursuant to lock-up agreements entered into on February 9, 2007, among CAE and certain of the Shareholders, 69.8% of the Shares have already been committed to the Offer. The Offer will be open for acceptance until 5:00 p.m. (Montreal time) on March 30, 2007, unless the Offer is extended or withdrawn by CAE.
Shareholders may obtain a copy of the take-over bid circular, letter of acceptance and transmittal and notice of guaranteed delivery at the SEDAR web site at www.sedar.com or from Georgeson Shareholder Communications Canada Inc. at the North American toll-free number 1-866-725-6574. Copies of the Directors’ Circular may be obtained at the SEDAR web site at www.sedar.com and at Engenuity’s web site at www.engenuitytech.com. For further information, please contact Georgeson Shareholder Communications Canada Inc. at the North American toll-free number 1-866-725-6574.
About CAE
CAE is a world leader in providing simulation and modelling technologies, and integrated training services to the civil aviation industry and defence forces around the globe. We design, manufacture and supply simulation equipment and offer training and services. This includes integrated modelling, simulation and training solutions for commercial airlines, business aircraft operators, aircraft manufacturers and military organizations and a global network of training centres for pilots, and in some instances, cabin crew and maintenance workers.With annual revenues of over C$1 billion, CAE operates in 19 countries around the world. CAE has sold nearly 700 simulators and training devices to airlines, aircraft manufacturers, training centres and defence forces for air and ground purposes in more than 40 countries. We have over 110 full-flight simulators in more than 20 aviation training centres, serving approximately 3,500 airlines, aircraft operators and manufacturers across the globe. CAE licenses its simulation software to various market segments and has a professional services division assisting customers with a wide range of simulation-based needs.
About Engenuity Technologies
Engenuity Technologies Inc. (TSX: EGY) is a global leader in visualization and simulation software solutions for the aerospace, defense, automotive, games and entertainment markets. The company’s products and services are currently used by hundreds of customers in 40 countries, including many of the world’s largest organizations. Engenuity has offices and distributors throughout North America, Europe, and Asia. Visit our Website at: http://www.engenuitytech.com.For further information:
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