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 Acquisition Positions Markham-based Company as Emerging Leader in
 Residential Air Quality and Home Security Business
 MARKHAM, Ontario, Sept. 27 /PRNewswire/ -- American Sensors Inc. (Nasdaq: SNIFF; CDN: SNIF) today announced it has signed an agreement with Disys Corporation (TSE: DCY) for the acquisition of its Dicon Safety Products business.
 Disys Corporation currently designs, manufactures and markets consumer home safety and security products under the Dicon, First Response, and D-9000 trademarks. Its product line includes smoke and hazardous gas detector and home security alarms.
 The transaction will enable American Sensors Inc. to offer a comprehensive line of consumer products to monitor air quality and ensure home safety.
 "American Sensors is poised to become the dominant force in domestic air quality and home security products," said Michael Lupynec, President and CEO, American Sensors Inc. "This acquisition complements our existing product line, adds world-class technology, and extends our market scope in North America and beyond."
 "Dicon will benefit from American Sensors' extensive distribution network in North America, and enable us to significantly expand our market scope," said John Walsh, President, Dicon Systems Inc. Mr. Walsh will remain President of Dicon, which will operate as a subsidiary of American Sensors Inc.
 Pursuant to the agreement, American Sensors Inc. will acquire all the tangible assets of Disys' smoke and hazardous gas alarm business operations, including product patents, proprietary technology, licenses, and inventory, as well as manufacturing plant and equipment in Canada and Mexico, and will assume all trade liabilities of the Dicon Safety Products business from Dicon Corporation. Terms are as follows:
 -- the book value of the assets less the liabilities assumed, anticipated to be approximately $10 million (Cdn.), payable in cash at closing;
 -- Royalty Notes with a face value of $4 million (Cdn.), payable at the rate of $0.20 per smoke alarm sold by American Sensors Inc. after closing, subject to minimum quarterly payments of $250,000. Royalty Notes will become payable on an accelerated basis in the event of an equity financing by American Sensors, and $2 million (Cdn.) of the Royalty Notes will be paid or accrued into a contingency fund to cover any shortfalls in receivables, increases in trade payables, and certain warranty and other contingencies arising during the period of two years subsequent to the closing; and
 -- Issuance of 600,000 share purchase warrants, exerciseable to purchase 600,000 common shares from the treasury of American Sensors Inc. at $40.00 (Cdn.) per share, valid to June 30, 1996.
 The acquisition is subject to regulatory review, and approval of shareholders of Disys Corporation at a Special Shareholders' Meeting on October 26, 1994. Subject to completion of the approval process, the transaction will close on November 1, 1994.
 The Dicon Safety Products Division of Disys Corporation develops, manufactures and markets a full range of smoke detectors, as well as home security systems and home safety-related products, in Canada, Europe and the United States. Sales of the division for the fiscal year ended May 31, 1994 were approximately $24 million (Cdn.).
 American Sensors Inc. develops, manufactures and markets products to monitor indoor air quality, including detectors which signal the presence of hazardous gases in residential, marine and industrial environments. Since August 1994, American Sensors has also been a distributor of smoke detectors manufactured by Dicon.
 -0- 9/27/94
 /CONTACT: Michael Lupynec, president and chief executive officer, or Rana Gill, chief financial officer, of American Sensors, 905-477-3320; or Irving L. Straus of Straus Corporate Communications, 212-768-2477/

CO: Disys Corporation; American Sensors Inc. ST: Ontario IN: HOU REA SU: TNM

MP-LG -- NY055 -- 8346 09/27/94 13:33 EDT
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Publication:PR Newswire
Date:Sep 27, 1994

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