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C-MAC Industries Inc. Offers to Purchase DY 4 Systems Inc.


Business Editors

MONTREAL--(BUSINESS WIRE)--Oct. 5, 2000

C-MAC (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:CMS (1) See content management system and color management system.

(2) (Conversational Monitor System) Software that provides interactive communications for IBM's VM operating system.
.) (NYSE NYSE

See: New York Stock Exchange
:EMS) DY 4(TSE:DYF DYF Diabetes Youth Foundation .)

C-MAC Industries Inc., a world leader in the design and manufacture of fully integrated electronic systems and engineering solutions, and DY 4 Systems Inc. jointly announced today that C-MAC intends to launch a take-over bid to purchase all of the outstanding common shares of DY 4 at a price of CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $17.00 per share.

The consideration for the purchase of the common shares of DY 4 is payable through the issuance of a number of common shares of C-MAC to be determined on the basis of the average of C-MAC's shares on The Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 over a ten day trading Day trading

Establishing and liquidating the same position or positions within one day's trading.
 period ending on the third business day prior to the first take-up payment of the common shares of DY 4.

The offer, which is subject to conditions, including the tender of not less than 90% of the outstanding shares of DY 4 and customary regulatory approvals, should be sent to the shareholders within the next two weeks.

C-MAC has entered into a support agreement with DY 4 pursuant to which DY 4 has agreed to recommend to its shareholders the acceptance of the offer. In the event of an acquisition proposal or a superior proposal succeeds, DY 4 has agreed to pay C-MAC a break-up fee.

C-MAC will hold a conference call to review this transaction on Friday, October 6, 2000, at 8:30 a.m. EST EST electroshock therapy.

EST
abbr.
electroshock therapy
 (1-800-252-8302).

"DY 4 represents another key building block in C-MAC's technology driven selective vertical integration strategy and brings C-MAC one step closer to providing our customers with complete solutions accelerating not only time to market but time to full production," stated Dennis Wood, Chairman and Chief Executive Officer of C-MAC. "DY 4 adds intelligence, the glue that binds the whole system together. This acquisition will allow C-MAC to add embedded intelligence into systems hardware to enable our systems to perform highly complex, real world functions in support of our communications, automotive, industrial and aerospace customers. DY 4 has the tool box and we have the experience to use it."

Danny Osadca, Chairman and Chief Executive Officer of DY 4, stated "combining C-MAC's electromechanical The use of electricity to run moving parts. Disk drives, printers and motors are examples. Electromechanical systems must be designed for the eventual deterioration of moving components that wear over time. The first TVs were electromechanical systems (see video/TV history). , packaging and high volume manufacturing expertise with DY 4's high integrity capabilities for harsh environments and Digital Signal Processor A digital signal processor (DSP) is a specialized microprocessor designed specifically for digital signal processing, generally in real-time computing. Characteristics of typical Digital Signal Processors
  • Designed for real-time processing
 (DSP (1) (Digital Signal Processor) A special-purpose CPU used for digital signal processing applications (see definition #2 below). It provides ultra-fast instruction sequences, such as shift and add, and multiply and add, which are commonly used in math-intensive ) technology, will allow the company to expand within existing markets and capitalize on the outsourcing trends of our mutual customers for advanced computing platforms such as graphics engines, real time networking and communications controllers, and voice over Internet Protocol ("IP") gateways. Joining C-MAC at this time will enable DY 4 to accelerate its strategic expansion into the rapidly growing communications and internet markets."

ABOUT C-MAC

C-MAC is a leading internationally diversified designer and manufacturer of integrated electronic manufacturing solutions, from components to full systems, primarily serving the communications, automotive, instrumentation, defense and aerospace equipment markets worldwide. C-MAC services also include product design, supply chain management, and assembly and testing. C-MAC, headquartered in Montreal (Quebec, Canada), employs more than 7,500 employees and operates 45 manufacturing facilities located in Belgium, Canada, China, France, Germany, India, Mexico, the United Kingdom and the United States. C-MAC's manufacturing operations are supported by eight strategically located design centers in North America and Europe. C-MAC (CMS) stock is traded on The Toronto Stock Exchange and on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 (EMS). For additional information, visit our web site at http://www.cmac.com

ABOUT DY 4 SYSTEMS

DY 4 Systems Inc. is a high integrity embedded computing solutions company that designs and manufactures leading edge technologies utilized in both commercial and high reliability environments. DY 4's broad base of leading computer modules and sub-systems incorporate the latest technologies - Pentium(R), TI C67, PowerPC(TM) and ADI SHARC SHARC Super Harvard Architecture Computer
SHARC Submillimeter High Angular Resolution Camera
SHARC Swedish Highly Advanced Research Configuration
SHARC Savannah Hilton Head Area Rocketry Club
SHARC System Hardware Availability and Reliability Calculator
(R) Digital Signal Processors, 3D Graphics Engines and Fibre Channel - all supported by complete life cycle management. As the high integrity market leader DY 4 has over 190 active customers in 26 countries with approximately 95% of sales generated in the United States, Europe, and Asia. For additional information, visit our web site at http://www.dy4.com

Certain statements contained in this press release regarding C-MAC's and DY 4's future operating results or performance or business prospects and any other statements not constituting historical facts are "forward-looking statements" subject to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 created by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These forward-looking statements reflect only C-MAC's and DY 4's current beliefs and specific assumptions with respect to future business decisions and results are based on information currently available to C-MAC and DY 4. Accordingly, these statements are subject to risks, uncertainties and contingencies, which could cause C-MAC's and DY4's actual operating results, performance or business prospects to differ from those expressed in, or implied by, these statements.

We urge investors to read the relevant documents that C-MAC will file with the sec regarding the takeover bid described above because they contain important information.

Investors will be able to obtain copies of the relevant documents, once they are filed, from the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, Telephone (202) 942-8090, Fax (202) 628-9001, Email: publicinfo@sec.gov. In addition, documents (excluding any exhibits) filed with the SEC by C-MAC will be available free of charge from the Secretary of C-MAC at 1010 Sherbrooke Street West, Suite 1610, Montreal, Quebec, Canada H3A 2R7, Telephone: (514) 282-7629. Investors will also be able to obtain the relevant documents at http://www.sedar.com.

Read the final documents regarding the takeover bid carefully before making a decision concerning the takeover bid.
COPYRIGHT 2000 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2000, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 5, 2000
Words:939
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