Amisk - Forex Announces That it has Again Raised its Takeover Bid for Amisk's Class A Shares.

JONQUIERE, Quebec--(BUSINESS WIRE)--April 22, 1997--AMISK(ME AS.A.) Forex announced that it was again raising its takeover bid for Amisk's Class A shares. The new offer is $3.30 per share payable in Forex Class B restricted shares. Forex also reduced the minimum number of Amisk Class A shares that have to be deposited from 66 2/3 percent to 51 percent of Amisk's outstanding shares, after dilution and including those held by Forex, its insiders and persons acting in concert with them.

Members of the Amisk Board's special committee today discussed the new offer with its advisors. They reviewed the entire matter and reconsidered the joint Pan-O-Lac/Desjardins bid as well as the Board's recommendation contained in the April 15, 1997 update of its circular.

For the reasons cited below, the Board decided to ABSTAIN from making any recommendation on either the Forex or Pan-O- Lac/Desjardins offer. Both offers are due to expire shortly unless withdrawn or extended - the Pan-O-Lac/Desjardins bid on April 25, 1997, and the Forex bid on April 28, 1997.

Shareholders must each make their own decision on whether to accept one of the two offers, or to turn both down and retain their shares. Michel Belley, Jean-Eudes Bergeron, Gilles Bergeron, Yvan Desrosiers, Yvon Levesque, Pierre Theberge, Gabriel Tremblay and Gilbert Tremblay - all of whom serve on the Amisk Board apart from the three members who are Pan-O-Lac directors or advisors - have stated their intention of accepting the Pan-O-Lac/Desjardins offer and depositing their shares while reserving the right to take back some or all of them in the event that over 3 million shares, excluding their own, are deposited, so that as many small investors as possible can benefit from the joint bid.

Antonio Dallaire, Richard Harvey and Francois G. Tremblay, who are Pan-O-Lac directors or advisors, have disclosed their interest in the Pan-O-Lac/Desjardins offer and did not participate in today's Board meeting.

In reaching its decision not to make a recommendation on either offer, the Board took a number of factors into account.

It noted that the consideration offered by Forex to Amisk Class A shareholders had been increased by $1 to $3.30 per share, payable in Forex Class B restricted shares. As mentioned in its April 14, 1997 update, the Board considered the $2.30 offered by Forex in its original notice fair from a financial standpoint. The Board feels that the new price, payable in Forex Class B restricted shares, is financially advantageous. The Board also stated in its April 15, 1997 update that it felt the $3-per-share cash payment offered by Pan-O-Lac/Desjardins was also financially advantageous, and stands by that view.

The Board finds that the two offers differ substantially:

- The Forex bid extends to all Amisk Class A shares and is payable in Forex Class B restricted shares, with all the risks that type of bid entails. The nature of the consideration offered carries a subsequent risk in that Forex's considerable debt-service obligations and financial leverage during cyclical slumps could have significant consequences for shareholders.

- The Pan-O-Lac/Desjardins offer is limited to 3 million Amisk Class A shares and is payable in cash. In its April 15, 1997 update, the Board pointed out that the attached Price Waterhouse opinion on the fairness of the offer noted that the purchase of the 3 million shares under the terms specified in the offer could have a negative impact on the marketability and trading price of the stock remaining in public hands. Although the Board shared Price Waterhouse's concerns, it felt that the more detailed future plans announced by the joint bidders in their notice could possibly mitigate these risks to some extent. The Board maintains this view.

- Forex's aim is to increase its hold over Panneaux Chambord Inc. with all the risks and consequences explained in the April 14, 1997 update, which shareholders should consult for further details. On the other hand, Pan-O-Lac and Desjardins intend to maintain the integrity of Amisk's structure as well as its traditional activities with all the risks and consequences explained in the April 15, 1997 update, which shareholders should consult for further details.

On February 28, 1997 the special committee was mandated to recommend to the Board any measure deemed in the best interests of Amisk and its shareholders as a whole, so as to ensure maximum value for company shareholders.

The Board notes that Forex's original offer of approximately $1.44 per Class A share has been increased to $3.30, whereas Pan-O- Lac/Desjardins' initial bid of $2.00 per share has been raised to $3. The Board also considers that the amounts offered by both bidders now represent a premium over Amisk's book value.

In this context, given two competing offers both of which are financially advantageous yet differ substantially in the nature of the consideration, the number of shares targeted, the risks involved and the bidder's intentions with respect to Amisk, the Board felt that it could not make any recommendation on either offer from a financial standpoint and therefore decided to abstain altogether.

Shareholders must therefore each make their own decision as to whether to accept one of the two bids, or to turn both down and retain their shares, on the basis of their own personal situation and investment objectives.

Shareholders should take into consideration that (i) the two offers cannot both be successful in that the Pan-O-Lac/Desjardins bid applies to 3 million shares with the intention of bringing their shared holdings to 51 percent of issued and outstanding Amisk Class A shares, whereas the Forex bid is contingent upon at least 51 percent of Amisk Class A shares being deposited in response to its offer; and (ii), the joint offer expires on April 25, 1997, whereas the Forex bid lapses on April 28, 1997.

As stated in its April 7, 1997 circular, the Board is still studying the advisability of accelerating the acquisition times for all options granted under Amisk's stock option purchase plan so as to enable holders to exercise them with a view to depositing the Class A shares acquired through the options in response to one of the two offers. The Board plans to reach a decision on this matter before the two bids expires.

Finally, the Board urges all shareholders to examine Forex's March 5, 1997 offer and circular, the April 4, 1997 Pan-O-Lac/Desjardins joint offer and circular, the April 7, 1997 circular, Forex's first notice dated April 7, 1997, the Pan-O-Lac/Desjardins notice of April 14, 1997, the April 14 and 15, 1997 Board updates, Forex's second notice on April 16, 1997 as well as this update in order to gain a full understanding of all the facts pertinent to making a decision on either offer.

The Board reserves the right to make a recommendation if one should be warranted by a change of circumstances.

CONTACT: Corporation Regionale d'Investissement Amisk Inc.

Michel Belley, 418/546-1156, ext. 235 (office)

418/696-1295 (home)