Venturian Corp. Board Approves Revised Proposal to Purchase Outstanding Shares At $5.00

Led by Venturian Chairman & CEO Gary B. Rappaport, the Purchase is Based on A

Private Sale of Its Napco International Operation to a Third Party



Apr 11, 2001, 01:00 ET from Venturian Corporation

    HOPKINS, Minn., April 11 /PRNewswire/ -- Venturian Corp. (Nasdaq: VENT)
 today announced that its Board of Directors has approved a revised proposal
 from a stockholder group headed by Gary B. Rappaport, Venturian's Chairman and
 Chief Executive Officer, that would result in shareholders of the Company
 receiving $5.00 per share for their shares in Venturian Corp.  The Board acted
 on the recommendation of an independent special committee formed to advise the
 Board on the fairness of the proposal, and on the opinion of Dougherty &
 Company LLC, an investment banking firm retained by the special committee,
 that the amount to be paid to the shareholders pursuant to the proposal is
 fair, from a financial point of view, to those shareholders.
     On December 27, 2000, a group headed by Rappaport had offered $3.00 per
 share to outside shareholders to take the company private.  The publication of
 that earlier offer elicited an unsolicited proposal from JATA LLC to buy
 substantially all of the assets of Venturian Corp.'s Napco International Inc.
 subsidiary for a purchase price (in addition to the assumption of Napco's
 liabilities) resulting in net proceeds to Napco of approximately $2.6 million
 (approximately $2.00 per share).  On the basis of this proposal, the group led
 by Rappaport submitted a revised proposal on April 5, 2001 that increased its
 offer to $5.00 per share.  Under the Rappaport group's proposal, Venturian
 Corp. would merge with Venturian Holdings LLC (an entity formed by that group)
 and, in the merger, the outside shareholders would receive $5 per share and
 Venturian Holdings LLC would receive Venturian's residual assets, which
 consist primarily of real estate in Hopkins, Minn. and other non-operating
 assets, including its 11% stake in publicly traded Lightning Rod Software,
 subject to the liabilities of Venturian Corp. and its subsidiaries not being
 assumed by JATA LLC.
     In addition to Rappaport, the stockholder group includes Jon Kutler and an
 entity that he controls.  Mr. Kutler was a Venturian Corp. director, but
 resigned as a director on April 10, 2001.  In addition, the stockholder group
 includes Melissa Rappaport, a director of Venturian Corp., other members of
 the Rappaport family and others.  Approximately 43 percent of Venturian's
 1.3 million outstanding shares of common stock are committed to vote to
 approve the transaction.
     Closing of the transaction is subject to the approval of the stockholders
 holding a majority of the Company's stock.  Consummation of the transaction
 would also be subject to the closing of the sale of the assets of Napco
 International Inc. to JATA LLC, and to holders of fewer than 10% of the
 outstanding common stock asserting dissenter's rights.  There are no financing
 contingencies to the proposed offer.  Venturian's stock closed at $4.70 on
 April 11, 2001.
     Venturian Corp., through its wholly-owned subsidiary, Napco International
 Inc., manufactures and supplies a wide variety of defense-related products to
 governments and commercial customers around the world.
     Forward-looking statements contained in this press release are made
 pursuant to the safe harbor provisions of the Private Securities Litigation
 Reform Act of 1995.  There are certain important factors that could cause
 results to differ materially from those anticipated by the statements made
 herein.  Reference is made to the Company's 1999 Annual Report to
 Shareholders, which is incorporated herein by reference, for a fuller
 description of certain of such factors.
 
     For more information, contact William Bartkowski of BlueFire Partners,
 612-344-1012, for Venturian Corporation, or Gary B. Rappaport, CEO of
 Venturian Corporation, 952-931-2420.
 
 

SOURCE Venturian Corporation
    HOPKINS, Minn., April 11 /PRNewswire/ -- Venturian Corp. (Nasdaq: VENT)
 today announced that its Board of Directors has approved a revised proposal
 from a stockholder group headed by Gary B. Rappaport, Venturian's Chairman and
 Chief Executive Officer, that would result in shareholders of the Company
 receiving $5.00 per share for their shares in Venturian Corp.  The Board acted
 on the recommendation of an independent special committee formed to advise the
 Board on the fairness of the proposal, and on the opinion of Dougherty &
 Company LLC, an investment banking firm retained by the special committee,
 that the amount to be paid to the shareholders pursuant to the proposal is
 fair, from a financial point of view, to those shareholders.
     On December 27, 2000, a group headed by Rappaport had offered $3.00 per
 share to outside shareholders to take the company private.  The publication of
 that earlier offer elicited an unsolicited proposal from JATA LLC to buy
 substantially all of the assets of Venturian Corp.'s Napco International Inc.
 subsidiary for a purchase price (in addition to the assumption of Napco's
 liabilities) resulting in net proceeds to Napco of approximately $2.6 million
 (approximately $2.00 per share).  On the basis of this proposal, the group led
 by Rappaport submitted a revised proposal on April 5, 2001 that increased its
 offer to $5.00 per share.  Under the Rappaport group's proposal, Venturian
 Corp. would merge with Venturian Holdings LLC (an entity formed by that group)
 and, in the merger, the outside shareholders would receive $5 per share and
 Venturian Holdings LLC would receive Venturian's residual assets, which
 consist primarily of real estate in Hopkins, Minn. and other non-operating
 assets, including its 11% stake in publicly traded Lightning Rod Software,
 subject to the liabilities of Venturian Corp. and its subsidiaries not being
 assumed by JATA LLC.
     In addition to Rappaport, the stockholder group includes Jon Kutler and an
 entity that he controls.  Mr. Kutler was a Venturian Corp. director, but
 resigned as a director on April 10, 2001.  In addition, the stockholder group
 includes Melissa Rappaport, a director of Venturian Corp., other members of
 the Rappaport family and others.  Approximately 43 percent of Venturian's
 1.3 million outstanding shares of common stock are committed to vote to
 approve the transaction.
     Closing of the transaction is subject to the approval of the stockholders
 holding a majority of the Company's stock.  Consummation of the transaction
 would also be subject to the closing of the sale of the assets of Napco
 International Inc. to JATA LLC, and to holders of fewer than 10% of the
 outstanding common stock asserting dissenter's rights.  There are no financing
 contingencies to the proposed offer.  Venturian's stock closed at $4.70 on
 April 11, 2001.
     Venturian Corp., through its wholly-owned subsidiary, Napco International
 Inc., manufactures and supplies a wide variety of defense-related products to
 governments and commercial customers around the world.
     Forward-looking statements contained in this press release are made
 pursuant to the safe harbor provisions of the Private Securities Litigation
 Reform Act of 1995.  There are certain important factors that could cause
 results to differ materially from those anticipated by the statements made
 herein.  Reference is made to the Company's 1999 Annual Report to
 Shareholders, which is incorporated herein by reference, for a fuller
 description of certain of such factors.
 
     For more information, contact William Bartkowski of BlueFire Partners,
 612-344-1012, for Venturian Corporation, or Gary B. Rappaport, CEO of
 Venturian Corporation, 952-931-2420.
 
 SOURCE  Venturian Corporation