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MKS Adopts Shareholder Rights Plan

Waterloo ON - June 4, 2003: MKS Inc. (MKS) (TSX:MKX) announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan") designed to encourage the fair treatment of shareholders in connection with any take-over offer for MKS.

Waterloo ON - June 4, 2003: MKS Inc. (MKS) (TSX:MKX) announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan") designed to encourage the fair treatment of shareholders in connection with any take-over offer for MKS.

The Rights Plan will provide the Board of Directors of MKS and the shareholders more time to fully consider any unsolicited take-over bid for MKS. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. The Rights Plan is effective immediately subject to receipt of regulatory approval. Shareholders will be asked to confirm the rights plan at the Annual Meeting of the shareholders to be held on September 23, 2003.

The rights issued under the rights plan become exercisable when a person, together with any party related to it, acquires or announces its intention to acquire 20% or more of MKS's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors of MKS. Should such an acquisition occur, rights holders, other than the acquiring person and related persons, can purchase common shares of the Corporation at half the prevailing market price at the time the rights become exercisable.

Under the Rights Plan, a Permitted Bid is a bid made to all holders of MKS's common shares that is open for acceptance for not less than 60 days. If at the end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.

Neither Management nor The Board of Directors of MKS are aware of any take-over bid for MKS that has been made or is contemplated.

About MKS
MKS Inc. (MKS) (TSX:MKX) provides award-winning enterprise software configuration management (SCM) and interoperability software solutions enabling Global 1000 companies to better manage and control the complete process of software development. The Company's family of SCM products offers advanced technology with robust workflow, version control, and impact analysis capabilities. Under its widely known MKS Toolkit brand, MKS provides UNIX-Windows co-existence, and system administration that significantly cut development and administrative costs and reduce time to market while enabling enhanced performance. Founded in 1984 with over 10,000 customers worldwide, MKS has built its brand on the foundation of advanced technology, superior quality and extraordinary customer service. More information about MKS can be found at http://www.mks.com, or by calling 1-800-265-2797 (US & Canada), +49-711-351775-0 (Germany), and +44-1483-733900 (United Kingdom).

MKS and MKS Toolkit are registered trademarks of MKS Inc. All other trademarks mentioned in this release are the property of their respective owners.

Investor Contact:
Douglas Sawatzky, CFO
519-883-3252
Email: dsawatzky@mks.com


 

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