Tarquin Group acquires DIPIX Technologies

APRIL 16--Tarquin Group (Ottawa, ON, Canada; www.tarquingroup.com), a diversified industrial technology company, has reached an agreement with DIPIX Technologies (Ottawa, ON, Canada; www.dipix.com) setting out the terms pursuant to which Tarquin will acquire the company. DIPIX is a designer and implementator of automated inspection solutions for processed foods, including baked goods, snacks, confections, tortillas, cookies and biscuits. It currently supports more than 200 product installations with customers such as McDonald's, Mission Foods, Sara Lee, Weston's, and many others.

The acquisition is expected to be completed by way of an amalgamation between DIPIX and a newly formed wholly owned subsidiary of Tarquin. Under the terms of the agreement, Tarquin will issue approximately 850,677 common shares and 212,669 warrants to the shareholders and debt holders of DIPIX. The warrants will be exercisable to purchase common shares of Tarquin at a price of $0.50 for 24 months following closing. Tarquin will also guarantee the debt of DIPIX on completion of the acquisition. All shares and warrants issued in connection with the acquisition will be subject to a four month hold period and 579,866 of the common shares and 144,967 of the warrants will be held in escrow for a period of up to twelve months from closing with one-third being released every four months.

The transaction is subject to DIPIX shareholder approval, TSX Venture Exchange approval, and customary closing conditions and is expected to close in the first quarter of Tarquin's fiscal year. Tarquin has received contractual commitments from a majority of the DIPIX shareholders to approve the transaction.

Combining its knowledge of machine vision, image analysis, and material handling, DIPIX fills the roll between the end of the manufacturing line and the beginning of the packaging line. Its systems ensure that every food product is identified, analyzed, and, if necessary, individually removed from the product stream. Full product inspection includes top and bottom color, shape, and size.

This announcement follows Tarquin's recent acquisition of Process Photonics, a supplier of laser-based material processing, test, and inspection systems for the PCB, electronics assembly, semiconductor, and medical-device industries.

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