March Networks Shareholders Approve Arrangement with Infinova (Canada) Ltd.

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Mar 20, 2012, 04:00 ET

OTTAWA, March 20, 2012 /PRNewswire/ - March Networks^® (TSX: MN), a global provider of intelligent IP video solutions, today announced that, at a special meeting of shareholders held earlier today (the "Meeting"), the shareholders of March Networks Corporation ("March Networks") voted to approve the previously announced arrangement under the Canada Business Corporations Act (the "Arrangement") pursuant to which Infinova (Canada) Ltd. ("Infinova Canada"), an indirect wholly-owned Canadian subsidiary of Shenzhen Infinova Ltd. ("Shenzhen Infinova"), will acquire all of the issued and outstanding common shares of March Networks for C$5.00 per share in cash.

Shareholders holding approximately 62.70% of the outstanding common shares of March Networks were represented in person or by proxy at the Meeting. Approximately 98.15% of the common shares voted at the Meeting were voted in favour of the special resolution approving the Arrangement. This vote included a majority of the votes cast excluding the votes that were required to be excluded under applicable Canadian securities laws. In addition, approximately 98.15% of the common shares voted at the Meeting were voted in favour of the special resolution approving a $24,765,000 reduction in the stated capital account for the common shares. These approvals satisfy the condition precedent in the arrangement agreement made as of December 8, 2011 among March Networks, Infinova Canada and Shenzhen Infinova (the "Arrangement Agreement") that the Arrangement be approved by shareholders of March Networks.

A final order approving the Arrangement will be sought from the Ontario Superior Court of Justice at a hearing scheduled to be held on Friday, March 23, 2012 in Toronto. Assuming this final order is obtained and all remaining conditions under the Arrangement Agreement are satisfied or waived (where permitted), the Arrangement is expected to become effective in late March or in April, 2012. The common shares will be de-listed from the Toronto Stock Exchange following completion of the Arrangement.

About March Networks
March Networks® (TSX:MN) is a leading provider of intelligent IP video solutions. For more than a decade, the company has helped some of the world's largest commercial and government organizations transition from traditional CCTV to advanced surveillance technologies used for security, loss prevention, risk mitigation and operational efficiency. Its highly scalable and easy to use Command™ video management platform incorporates a web-based client interface to enable rapid system deployment and complete system control. It is complemented by the company's portfolio of high-definition IP cameras, encoders, video analytics and hybrid recorders, as well as outstanding professional and managed services. March Networks systems are delivered through an extensive distribution and partner network in more than 50 countries. For more information, please visit www.marchnetworks.com.

About Infinova
With solutions that enable end-users to extend the life of their existing analog equipment by having it co-exist with their new IP video equipment, Infinova provides megapixel, IP and analog surveillance cameras, specialized cameras, core equipment for video control rooms, fiber optic communications, access control products and customized systems. Infinova is acknowledged for its exceptional customer service programs and as "the Integrator's Manufacturer." Infinova has provided security solutions for major projects including the Port of Miami, Shanghai 2010 World Expo, the Panama Canal, Italy's AutovieVenete Motorway, the Bangalore (India) toll surveillance system, Kuwait International Airport, the 2010 Asian Games, the Los Angeles MTA and many others.

Forward-Looking Statements
Certain statements included in this release constitute forward-looking statements, including those identified by the expressions "expect", "intend" and similar expressions to the extent they relate to March Networks or its management. The forward-looking statements are not historical facts but reflect March Networks' current assumptions and expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current assumptions and expectations. The completion of the Arrangement is subject to a number of terms and conditions, including required court and regulatory approvals, as well as certain termination rights available to the parties under the Arrangement Agreement. To the extent such approvals are outstanding, they may not be obtained, the other conditions to the transaction may not be satisfied in accordance with their terms, and/or the parties to the Arrangement Agreement may exercise their termination rights, in which case the Arrangement could be modified, restructured or terminated, as applicable. Readers are cautioned not to place undue reliance on forward-looking statements. Actual developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the proposed transaction, that the ultimate terms of the transaction will differ from those that are currently contemplated, and that the transaction will not be successfully completed for any reason (including the failure to obtain any required approvals or satisfy other conditions). March Networks does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. *MARCH NETWORKS, March Networks Command and the MARCH NETWORKS logo are trademarks of March Networks Corporation. All other trademarks are the property of their respective owners.

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