Waterloo, Ontario, June 5, 2009 - DALSA Corporation (the "Corporation") (TSX: DSA) announced today that it has been served with a Statement of Claim commenced by Cold Creek Enterprises and Bob DaSilva (the "Plaintiffs") against DALSA Corporation and certain related entities, Savvas G. Chamberlain, Brian C. Doody, and John H. Simons in the Ontario Superior Court of Justice (the "Claim"). The Claim seeks various forms of relief including damages and disgorgement in excess of $22 million. As part of the relief being sought, the Plaintiffs improperly seek an Order of the Court requiring the Corporation and other defendants to pay for the value of shares held by the Plaintiffs in DALSA Digital Cinema Inc. The Corporation is of the view that the Claim is entirely without merit and will vigorously defend the Claim.
The action being taken by the Plaintiffs arises from a Business Venture (the "Venture"), known as DALSA Digital Cinema, entered into between DALSA Inc. and the Plaintiffs in November 2004 to pursue opportunities in a new business development, being the development and distribution of digital cameras for high performance digital cinematography applications. The Venture was realized through the negotiation and consummation of several implementation agreements, including an employment agreement with DaSilva and a shareholder agreement with Cold Creek Enterprises, a company controlled by DaSilva. The Venture was unsuccessful, as has been previously publicly disclosed, and DaSilva's employment was terminated. Pursuant to the terms of the implementation agreements, in the event of DaSilva's termination of employment, Cold Creek, at its option, was entitled to the repurchase of Cold Creek's minority position in the Venture. Cold Creek exercised its option but now takes issue with the valuation process provided for in the implementation agreements on several bases, including pre-implementation negotiations.
The Corporation is of the view that the Claim is not only without merit but redundant in that an application was previously initiated by DALSA Inc. to appoint a valuator and conclude the valuation of Cold Creek’s minority shareholder's interest in the Venture, which application is pending before the Ontario Superior Court. The Corporation believes the Claim to be a baseless attempt to circumvent the Court application previously commenced by DALSA Inc. The Corporation will vigorously defend the Claim and intends to institute a Counterclaim against the Plaintiffs for damages arising as a consequence of DaSilva's activities during the period he was the General Manager of the Venture.
About DALSA Corporation
DALSA is an international leader in high performance digital imaging and semiconductors with approximately 1000 employees world-wide. Established in 1980, the Company designs, develops, manufactures, and markets digital imaging products and solutions, in addition to providing semiconductor products and services. DALSA's core competencies are in specialized integrated circuit and electronics technology, software, and highly engineered semiconductor wafer processing. Products and services include image sensor components (CCD and CMOS); electronic digital cameras; vision processors; image processing software; and semiconductor wafer foundry services for use in MEMS, high-voltage semiconductors, image sensors and mixed-signal CMOS chips. DALSA is listed on the Toronto Stock Exchange under the symbol “DSA” and has its corporate offices in Waterloo, Ontario, Canada.
For more information, please contact:
Vice President, Corporate Communications
Tel: (519) 886-6001 Ext. 2177
Fax: (519) 886-3972