RDN Raydan Manufacturing Inc.

EDMONTON, Nov. 30, 2011 /CNW/ - Raydan Manufacturing Inc (the "Company") announces that it has entered into an arrangement agreement (the "Arrangement Agreement") with Link Suspensions of Canada, Limited Partnership (the "Purchaser") and Link Manufacturing, Ltd (collectively "Link") pursuant to which the Purchaser will acquire all or substantially all of the assets of Raydan. Upon completion of the transaction, Raydan will seek to immediately delist from the TSX Venture Exchange ("TSXV") and ultimately liquidate under the Business Corporations Act (Alberta) ("ABCA") on or before 360 days from the closing of the transaction. Pursuant to the Arrangement Agreement, the Purchaser has agreed to purchase the acquired assets of the Company for consideration in the amount of Four Million Four Hundred and Twenty-three Thousand Four Hundred and Forty-four dollars (CDN$4,423,444) (the "Cash Consideration") plus the assumption of approximately One Million Six Hundred and Sixty Five Thousand dollars (CDN$1,665,000) in line of credit debt, subject to the closing working capital adjustments. Under the terms of the Arrangement Agreement and the Plan of Arrangement, the Cash Consideration will be distributed to shareholders, subject to adjustments, in two separate distributions with there being an initial distribution to shareholders at closing and a final distribution immediately prior to liquidation of the Company. As part of the transaction, Ray English, Dan English and Chris English have agreed to enter into employment with the Purchaser for a period of three (3) years and as part of that agreement will each receive a retention bonus from the Purchaser which is separate from the Cash Consideration. The acquisition is structured as a plan of arrangement under the ABCA and is expected to close in January of 2012. The acquisition is subject to satisfaction of a number of customary conditions including approval by the holders of at least two-thirds of the Company's outstanding common shares, the approval of the majority of the minority of shareholders which would exclude the votes of certain principals of the Company, the approval of the Court of Queen's Bench of Alberta and other regulatory approvals. The Arrangement Agreement also provides that if the Purchaser fails to consummate the transaction when it is otherwise obligated to do so, it will have forfeited its CDN$250,000 deposit made with counsel to the Company. Additional terms of the transaction will be more fully described in the management information circular to be mailed by the Company to its shareholders in connection with a special meeting referred to below. The Arrangement Agreement will also be filed on SEDAR and will be available at www.sedar.com. The acquisition will be submitted to the Company shareholders for approval at a special meeting to be held January 10, 2012. The board of directors of the Company has unanimously recommended that Company shareholders vote in favor of the acquisition and has received an opinion from its financial advisor Grant Thornton LLP, that as of November 28, 2011, the consideration to be received by shareholders pursuant to the Arrangement Agreement, is fair, from a financial point of view, to the holders of common shares of the Company. Irrevocable support agreements in favor of the transaction have been agreed to by Ray English, Dan English and Chris English, representing approximately 35% of the issued and outstanding shares of the Company. About Raydan Manufacturing Raydan Manufacturing Inc, based in Edmonton, Alberta, develops and produces specialized suspension and coupling systems for trucks, trailers and heavy equipment, as well as operates a chassis modification centre. Established in 1992, Raydan exports its innovative, high-quality products to end-users and original equipment manufacturers (OEMs) in the heavy-duty truck, crane, fire/rescue and other severe use sectors around the world. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made.  Potentially, many factors could cause our actual results to vary materially from those described herein as intended, planned, anticipated or expected.  Raydan Manufacturing Inc does not intend and does not assume any obligation to update these forward-looking statements. Raydan Manufacturing Inc. CONTACT: Raydan Manufacturing IncJoan RichardsonOffice Manager/Investor Relations780 955 2859888 472 9326jrichardson@raydanmfg.comwww.raydanmfg.com

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