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GLV Announces its Intent to Launch a Voluntary Takeover Bid to Purchase the Shares of Austria-Based Christ Water Technology AG Specializing in Industrial and Municipal Water Treatment Technologies

Montreal, Canada (ots/PRNewswire)

[All amounts are in Canadian dollars unless otherwise indicated.]
GLV Inc. ("GLV"; ticker symbols GLV.A, GLV.B / TSX) announces that
its Board of Directors has approved a voluntary takeover bid (the
"Takeover" or the "Offer") to purchase up to 100% of the shares of
Christ Water Technology AG ("CWT"), an Austria-based company listed
on the Vienna Stock Exchange (ISIN: AT0000499157; ticker symbol CWT)
that conducts international operations in the area of industrial and
municipal water treatment technologies. The Offer has received the
support of CWT's largest shareholder, Mr. Andreas Weissenbacher, who
holds approximately 27% of the shares of CWT principally through WAB
Privatstiftung which signed a binding commitment to irrevocably
tender its shares into GLV's takeover bid.
Holders of CWT shares will be offered a cash consideration of
Euro 3.35 per CWT share representing a total equity purchase price of
approximately $105 M (using a 1.60 Canadian dollar/Euro exchange
rate), in addition to GLV assuming an estimated $48 M of net debt
from CWT (net of the estimated cash position at the closing of the
Takeover and using a 1.60 Canadian dollar/Euro exchange rate),
resulting in a total enterprise value consideration of $153 M. The
Offer's implied premium to CWT's average share price weighted
according to the respective trading volumes for the last 1, 3 and 6
months amounts to 8.0%, 22.8% and 72.5%, respectively.
The equity purchase consideration in the approximate amount of
$105 M will be financed by (i) the issuance of new subordinated
debentures for an amount of $25 M to Solidarity Fund QFL (the
"Fund"); (ii) the issuance of 7,358,173 subscription receipts at a
price of $7.25 per receipt (each of which entitles its holder to
receive one Class A subordinate voting share for no additional
consideration), representing gross proceeds of $53.3 M, concluded in
the form of a private placement with Caisse de dépôt et placement du
Québec ($39.8 M) and the Fund ($13.5 M), which offering is subject to
regulatory approval, and; (iii) the remaining portion of the equity
purchase to be financed by drawing on GLV's existing credit facility.
Certain technical amendments will have to be made to GLV's existing
credit agreement in the context of the Takeover.
The Offer will be launched immediately after its approval by the
Austrian Takeover Commission and will be published and distributed by
GLV pursuant to Austrian takeover legislation. The completion of the
Takeover will be subject to various conditions including, having a
minimum of 90% of CWT's shares tendered into the Offer, the closing
of CWT's pending sale of its Pharma and Life Science ("PLS") Division
to a third party, and other relevant conditions to be set out in the
Takeover documentation. GLV aims to close the Takeover in November or
December 2009.
Founded in 1939, CWT specializes in the design and fabrication of
systems based on cutting-edge technologies used for water
purification and ultrapurification, wastewater treatment, recycling
of process water, production of drinking water and desalination of
seawater. Excluding its PLS division which is in the process of being
sold to a third party, CWT currently employs approximately 900 people
worldwide. The company's primary end markets are the microelectronics
industry, desalination plants, power generation, the petrochemicals
industry, the food and beverage processing industry and the municipal
segment. During its last fiscal year ended December 31, 2008, CWT,
which is present in some 30 countries, recorded 58% of its revenues
in Europe, 30% in Asia and 12% in the rest of the world.
GLV's management estimates that, considering CWT's current order
backlog and market opportunities, the acquired business will provide
GLV with additional revenues of approximately $275 M during the first
full fiscal year post acquisition - i.e. the twelve-month period
ending March 31, 2011. GLV estimates restructuring costs to be
incurred in combining the two organizations will total between $20 M
and $30 M, to be expended during the 24 months following closing of
the Takeover. The restructuring initiatives, which are necessary to
bring CWT's profitability and operating efficiency in line with GLV's
current internal working guidelines, are expected to generate cost
savings synergies and improved controls. GLV will announce its
expectations in this respect at a later date. The transaction is
expected to have a positive impact on GLV's net earnings per share
for the first full fiscal year following the closing of the Takeover.
Richard Verreault, GLV's President and Chief Operating Officer,
stated that the planned acquisition of CWT fits ideally with GLV's
long-term vision of securing a global platform and leadership as a
provider of comprehensive, high-performance and eco-friendly
industrial and municipal water treatment solutions. This acquisition
will improve GLV's profile through the achievement of the following
key objectives:
  • It will complete GLV's technological portfolio in several of its targeted niches. For instance, in addition to its water intake screening technologies, GLV will be able to offer thermal power stations and seawater desalination plants comprehensive solutions, including process water microfiltration, ultrafiltration, demineralization and recycling technologies.
  • The technological fit between GLV and CWT will enhance GLV's position in its primary end markets including the energy sector, the municipal market and the petrochemicals industry. Furthermore, it will provide the Company with access to additional industrial markets, such as the microelectronics and solar energy industries.
  • This acquisition will further enhance GLV's presence in emerging markets, notably in Asia and Europe where CWT records a significant proportion of its revenues, while also contributing to expand GLV's range of products and services and to increase its revenues and market share in its existing markets in North America, Western Europe, the Pacific region and the Middle East.
J.P. Morgan is acting as the financial advisor to GLV and Gowling
Lafleur Henderson LLP and CHSH Cerha Hempel Spiegelfeld Hlawati are
the legal advisors, while CWT's financial advisor is Altium Capital
AG.
Notice Regarding Forward-Looking Statements
The statements set forth in this press release and other
communications to the public that describe management's objectives,
projections, estimates, expectations or forecasts may constitute
forward-looking statements within the meaning of securities
legislation. Forward-looking statements concern analysis and other
information based on forecast future results and the estimate of
amounts that cannot yet be determined. These may be observations
concerning, among others, strategies, expectations, planned
activities or actions to come. Forward-looking statements are
recognized by the use of terms such as "forecast", "project" "could",
"plan", "aim", "estimate" and other similar terms, possibly used in
the future or conditional, notably in regard to certain assumptions.
GLV's 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,
GLV's 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.
Additional information about the risk factors to which GLV is
exposed is provided in the "Risk Management" section of the
Management's Report for the fiscal year ended March 31, 2009,
available on SEDAR (www.sedar.com) and the Company's website
(www.glv.com).
About GLV Inc.
GLV is a leading global provider of technological solutions used
in water treatment, recycling and purification, as well as in pulp
and paper production. The Water Treatment Group (also known worldwide
as "Eimco Water Technologies") specializes in the design and
international marketing of solutions and high-performance, economical
and eco-friendly processes for the treatment and recycling of
municipal and industrial wastewater and water used in various
industrial processes. It also offers water intake screening solutions
for power stations, refineries and desalination plants. With its
extensive technological portfolio, the group is positioned to provide
comprehensive solutions for the filtration, clarification, treatment
and purification of water that will either be returned into the
environment, or be re-used in various industrial processes or for
domestic purposes. The Pulp and Paper Group specializes in the design
and global marketing of equipment and systems used in various stages
of pulp and paper production, notably chemical pulping, pulp
preparation and sheet formation and finishing. This group ranks among
the foremost players in its industry and is a recognized leader in
rebuilding, upgrading and optimization services for existing
equipment, as well as the sale of spare parts. It also stands apart
for the superior performance of several of its key products and
technologies, notably in terms of energy savings. GLV is present in
some 30 countries and has approximately 1,500 employees.
           CONFERENCE CALL WITH INVESTORS ON THE INTENDED TAKEOVER BID
                          TO PURCHASE THE SHARES OF CWT
                  September 22, 2009, at 10h00 (Montreal Time)
To participate in the conference call, please dial
+1-888-231-8191 a few minutes before the start of the call. For those
unable to participate, a taped re-broadcast will be available
Tuesday, September 22, 2009 from 12:00 p.m. until midnight, Tuesday,
September 29, 2009, by dialing +1-800-677-8849; access code 30846737.
THE CONFERENCE CALL (AUDIO) WILL BE AVAILABLE AT WWW.GLV.COM. Members
of the media are invited to listen in.

Contact:

Marc Barbeau, CA, Executive Vice-President and Chief Financial
Officer, +1-514-284-2224, courrier@glv.com