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Abonner Groupe Laperriere & Verreault Inc.

Groupe Laperriere & Verreault Inc.

Closing of the Arrangement Between GL&V, its Shareholders and FLSmidth & Co. A/S

Montreal, Canada (ots/PRNewswire)

- The new corporation GLV Inc., consisting of the Water Treatment Group,
    the Pulp and Paper Group and the Manufacturing unit, officially starts
    its operations and its shares will be traded on the TSX at the opening
    of the markets on August 13, 2007.
    - Shareholders are entitled to receive one New GLV share for each share
    held in the former GL&V, along with a per-share consideration of CDN$33
    in cash.
    - Management confirms that the value of a New GLV share for distribution
    purposes is estimated at CDN$8.82 and the value of the dividend and the
    reduction of capital for tax purposes are respectively estimated at
    CDN$6.36 and CDN$2.46 per Class A subordinate voting share and at
    CDN$8.44 and CDN$0.38 per Class B multiple voting share of GL&V.
(Note: All amounts are in Canadian dollars unless otherwise
indicated.)
Management of Groupe Laperrière & Verreault Inc. ("GL&V") and the
new  corporation GLV Inc. ("New GLV" or "the Company") is pleased to
announce,  following the issuance of a Certificate of Amendment
confirming the  Amendment, the closing, effective today, of the
Arrangement between GL&V,  its shareholders  and a subsidiary of the
Danish company FLSmidth & Co.  A/S ("FLS"). The principal terms of
the transaction were as follows:
- GL&V transferred its Water Treatment Group, its Pulp and Paper Group
    and its Manufacturing unit to New GLV, and the shares will be owned by
    former GL&V's shareholders.
    - A Canadian subsidiary of FLS acquired all outstanding Class A
    subordinate voting shares and Class B multiple voting shares of GL&V,
    thereby becoming the effective owner of former GL&V's Process Group for
    a cash consideration equivalent to CDN$33 per GL&V share outstanding,
    plus the assumption of GL&V's net debt, with the exception of a net debt
    of CDN$50 M to be assumed by New GLV. Consequently, each shareholder of
    GL&V will receive a per-share consideration of CDN$33 in cash and one
    share of New GLV for each share held.
    The process of distributing the New GLV shares and the cash consideration
    was initiated upon the closing of the transaction, with the result that
    the transfer agent will issue the shares and cash payments, subject to
    applicable withholding for non-Canadian shareholders, within the
    following days to shareholders who delivered the duly completed Letter of
    Transmittal along with their GL&V share certificates.
    At the opening of markets on August 13, 2007, New GLV's stock will be
    listed and trading on the TSX under the ticker symbols LVG.A and LVG.B
    replacing the shares of the former GL&V which, at that time, will be
    delisted from the TSX.
Furthermore, management confirms that the taxable dividend for the
purposes of the Income Tax Act (the "Act"), following the
distribution of  the New GLV shares, estimated at CDN$6.36 per Class
A subordinate voting  share and at CDN$8.44 per Class B multiple
voting share of GL&V have been  duly designated as eligible dividends
as defined in the Act. For more  information regarding shareholders'
tax considerations, please refer to  the Information Circular which
has been distributed to GL&V's shareholders  and filed on SEDAR
(http://www.sedar.com) with respect to the Special General  Meeting
of Shareholders held on July 27, 2007, notably, to approve the
Arrangement.
Management also wishes to inform investors that combined carve-out
results for combined activities of New GLV for the first quarter
ended June 30, 2007 will be disclosed on August 16, 2007.
Achievement of a significant return on investment and beginning of
a new
era of development and creation of shareholder value
----------------------------------------------------     Laurent
Verreault, Chairman of the Board and Chief Executive Officer, said he
is very pleased with the outcome of this value-maximizing transaction
for shareholders. "As they judged themselves by massively voting in
favour, this transaction offers shareholders two major advantages as
it enables them to achieve an immediate and significant return on the
investments made by  GL&V in the past to build the value of the
Process Group, while allowing them  to continue participating in New
GLV's potential growth and future creation  of value. At GL&V, we see
this transition as the continuity of more than 30  years of dynamic
growth and operational excellence. We also see it as the  beginning
of a new growth era, at a time when fundamental changes are under
way or emerging in our key markets, thereby creating significant
opportunities for companies capable of taking advantage of them."
Richard Verreault, President and Chief Operating Officer, added
that the still fragmented industrial and domestic water market holds
considerable potential for the Water Treatment Group, which has
recently acquired new technologies and expanded its global
positioning. This group has drawn up an ambitious business plan and
is actively pursuing various projects in order to more than double
its revenues within the next five to seven years. It also aims to
raise its profit margins by fully leveraging the synergies arising
from its latest business acquisitions and by enhancing its
technological offering in order to position itself as a more
comprehensive provider of value-added solutions, especially for the
treatment of domestic and  industrial wastewater and the screening of
large-volume water intakes.  For its part, the Pulp and Paper Group
has demonstrated for over 30 years an  exceptional ability to
position itself proactively and profitably in a market  undergoing a
major transformation. This group has taken the lead and remains  a
leader in the consolidation of its industry. Furthermore, it has
always  been a reliable generator of profits and cash flows, despite
the fluctuations  experienced by the global pulp and paper industry
in the last few decades.  While securing a dominant position in the
aftermarket in North America and  Europe, it has recently acquired
cutting-edge technologies designed to meet  new needs in the
worldwide pulp and paper industry, including in emerging  regions.
"We will make New GLV an influential player on the international
scene as a provider of targeted industrial and municipal solutions,
with special expertise in water treatment technologies. We will
replicate the same strategies that have proven successful for the
former GL&V, namely to achieve sustained growth through the
acquisition and efficient integration of businesses, international
development and the focus on value-added operations and products, and
to optimize our profitability by controlling our expenses and
maintaining a profitable and flexible cost structure, in part through
manufacturing outsourcing," Richard Verreault added.
Start-up revenues of over CDN$500 M and strong financial position
Marc Barbeau, Executive Vice-President and Chief Financial
Officer, indicated that based on its order backlog, market conditions
and the acquisitions of the past year, New GLV is expected to achieve
revenues of  CDN$500 to CDN$545 million during its first full year of
operation. It  undertakes its operations with a solidly established
worldwide business,  close to 1,500 qualified employees and an
excellent portfolio of technologies  meeting new market needs. It
also benefits from a strong financial position  to pursue its
operations and development projects, including shareholders'  equity
of approximately CDN$150 million and total net debt of approximately
CDN$52 million, which represents a total net debt to invested capital
ratio  of only 26%. Furthermore, it has recently obtained a credit
facility of  CDN$175 million.
"As we have disclosed in our previous communications, we intend to
build our company driven by a long-term vision. In other words, all
our business decisions will be motivated by our commitment to
maximize our groups' long-term value in the best interests of our
shareholders, which could entail slower growth in our groups'
short-term profitability. First, we are building our Water Treatment
Group to position it as a world leader, and such an expansion and
consolidation effort could put pressure on its profit margins and
create some volatility in its earnings in upcoming quarters. As for
our Pulp and Paper Group, it lately adopted a more aggressive
strategy to  position itself in certain key markets with
new-generation technologies.  This recently allowed it to garner
large-scale contracts that will provide  it with an excellent
international showcase for its future growth, but for  which profit
margins are lower than for its other operations," added  Marc
Barbeau.
About GLV Inc.
GLV Inc. was founded on May 15, 2007 to carry on part of the
commercial activities of GL&V. GLV consists of two principal business
segments. Its  Water Treatment Group specializes in the design and
marketing of solutions  for the treatment of municipal and industrial
wastewater and water used in  various industrial processes, and also
offers water intake screening  solutions for power stations and
desalination plants. Its Pulp and Paper  Group specializes in the
design and marketing of equipment used in various  stages of pulp and
paper production, notably chemical pulping, pulp  preparation and
sheet formation, and is a recognized leader in rebuilding,  upgrading
and optimization services for existing equipment, as well as the
sale of replacement parts. Finally, a Manufacturing unit specializes
in  the production of large custom-made parts for external customers
involved  mainly in the pulp and paper and energy sectors, as well as
for the Pulp and  Paper Group. GLV is present in some 30 countries
and has close to 1,500  employees.
Forward-Looking Statements
Certain statements that describe GLV Inc.'s objectives,
projections, estimates, expectations or forecasts may constitute
forward-looking  statements within the meaning of securities
legislation. Management would  like to point out that, by their very
nature, forward-looking statements  involve a number of risks and
uncertainties such that GLV's actual and future  results could differ
materially from those indicated. Factors of uncertainty  and risk
that might result in such differences include trends in the demand
for GLV's products and cost of its raw materials, fluctuations in the
value  of various currencies, pressures exerted on prices by the
competition,  compliance with environmental legislation and general
changes in economic  conditions. There can be no assurance as to the
materialization of the  results, performance or achievements as
expressed in or underlying the  forward-looking statements. Unless
required to do so pursuant to applicable  securities legislation,
management assumes no obligation as to the updating  or revision of
the forward-looking statements as a result of new information,
future events or other changes.
                        CONFERENCE CALL WITH INVESTORS
                ON RESULTS FOR THE FIRST QUARTER OF FISCAL 2008
              Thursday, August 16, 2007 at 2:00 PM (Montreal time)
    To participate, please dial +1-800-732-9303 a few minutes before the
    start of the call. For those unable to participate, a taped re-broadcast
    will be available Thursday, August 16, 2007 from 4:00 p.m. until midnight
    Thursday, August 23, 2007, by dialing +1-877-289-8525; access
    code 21242808 (number sign). THE CONFERENCE CALL WILL ALSO BE AVAILABLE
    AT http://www.glv.com. Members of the media are invited to listen in.

Contact:

For further information: Investors: Marc Barbeau, CA, Vice-President
and Chief Financial Officer, +1-514-284-2224; Media: Amély Tremblay,
Morin Relations Publiques, +1-514-289-8688, ext. 226/

Plus de actualités: Groupe Laperriere & Verreault Inc.
Plus de actualités: Groupe Laperriere & Verreault Inc.