Date Closed

February 23, 2009

Lead Office

Québec City

Value

17.14 Million CAD

On February 23, 2009, ADS Inc. ("ADS") announced that the proposed amalgamation (the "Amalgamation") of ADS and 7097697 Canada Inc. ("Newco") was completed. The Amalgamation takes effect following, inter alia, the approval by ADS shareholders of a special resolution adopting the Amalgamation Agreement at the special meeting held on February 20, 2009.

 Pursuant to the Amalgamation, each holder of Class A multiple voting shares of ADS ("ADS Shares"), except for Newco, will receive a redeemable preferred share of the corporation resulting from the Amalgamation for each ADS Share that he held immediately before the Amalgamation. On February 24, 2009, each redeemable preferred share of the corporation resulting from the Amalgamation will then be redeemed by the corporation resulting from the Amalgamation for a payment of $0.90 in cash. The holders of Newco shares will receive Class A shares and, in some cases, Class C shares of the corporation resulting from the Amalgamation. Therefore, the corporation resulting from the Amalgamation will own all of the property, rights and assets of ADS and Newco and will assume all of their obligations. The shares of the corporation resulting from the Amalgamation will be delisted from the TSX and an application will be filed with the securities authorities to revoke its reporting issuer status.

ADS, headquartered in Beauce, Québec, is a corporation active primarily in the manufacturing sector through subsidiaries operating in the technical textiles field.

McCarthy Tétrault LLP represented ADS in the amalgamation with a team that was led by Francois Amyot, and included Patrick Bouchard and Charles-Antoine Souliere.