Amalgamation Approved by Shareholders of Rutter Inc.

ST. JOHN'S, NL, April 29, 2014 /CNW/ - Today Rutter Inc. ("Rutter") (TSX:RUT) announced that its shareholders have approved the amalgamation (the "Amalgamation") of Rutter with 8758875 Canada Inc. ("AcquireCo") The amalgamated corporation ("Amalco") will be called Rutter Inc.  The Amalgamation was approved by the shareholders of Rutter at an annual and special meeting held on April 29, 2014.  The Amalgamation is expected to take effect on April 30, 2014.

Pursuant to an amalgamation agreement (the "Amalgamation Agreement") dated April 29, 2014 between Rutter and AcquireCo, (i) each common share of Rutter, other than those held by AcquireCo, will be converted into one redeemable preferred share of AcquireCo (a "Redeemable Share"); (ii) each Rutter common share owned by AcquireCo will be cancelled; and (iii) each common share of AcquireCo will be converted into one common share of Amalco.  Immediately following the completion of the Amalgamation, each Redeemable Share will be redeemed by Amalco for cash consideration of $0.061 per share.

Rutter shareholders will receive their cash consideration upon receipt by Computershare Investor Services Inc., the depositary for the Amalgamation, of a properly completed Letter of Transmittal. The Letter of Transmittal was mailed to shareholders with the management information circular dated March 31 and is also filed on SEDAR at www.sedar.com.  Any questions and requests for assistance may be directed to the depositary at:

North American Toll Free Phone: [phone]
Telephone (outside North America): 1-514-982-7555
Website: www.computershare.com
Email: [email protected]

It is intended that Rutter will be delisted from the Toronto Stock Exchange on or around May 1, 2014 in accordance with the rules and policies of the TSX and Rutter will immediately apply to cease to be a reporting issuer, subject to the satisfaction of applicable regulatory requirements.

The election of the directors was also passed at the meeting. The following votes were received in respect of each director nominee:

	Number of Shares For	Number of Shares Withheld
Donald I. Clarke	31,179,616	466,400
Fraser H. Edison	31,179,616	466,400
Ryan Hinz	31,179,616	466,400
James White	31,179,616	466,400

About Rutter Inc. - Rutter is an enterprise focused on providing innovative technologies and engineering solutions. Rutter's global network supplies technologies to improve efficiency and safety in the marine, defense, transportation, oil and gas sectors from its headquarters in the Province of Newfoundland and Labrador. For more information see www.rutter.ca.

About OceanWaveS GmbH - a wholly-owned subsidiary of Rutter, OceanWaveS is an enterprise focused on technology development for the real time measurement of directional ocean wave spectra. For more information see www.oceanwaves.org. 

Forward Looking Information:
This press release contains forward-looking information within the meaning of applicable securities laws ("forward-looking statements") that relate to the Amalgamation and related transactions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements of Rutter to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such forward-looking statements. Such statements and factors include, but are not limited to, the expected completion of the subsequent acquisition transaction; the anticipated timing for de-listing the Rutter common shares from the TSX and submission of an application for Rutter to cease to be a reporting issuer.

These forward-looking statements reflect beliefs and assumptions which are based on Rutter's perception of current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. In making these statements, Rutter has made assumptions with respect to: actions taken by shareholders in respect of the subsequent acquisition transaction, failure to obtain necessary approvals or otherwise fulfill all conditions necessary to de-list and cease to be a reporting issuer and legislative or regulatory changes. Readers are cautioned that the foregoing list of factors is not exhaustive and not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Rutter does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

SOURCE: Rutter Inc.

Karen Snook, Chief Financial Officer and Corporate Secretary, Rutter Inc. Tel: [phone]