Québec City, Québec, March 31, 2009 – Fortsum Business Solutions Inc. (“Fortsum Business Solutions”) (TSX Venture: FRT) announced today that it obtained an interim order from the Superior Court of Quebec allowing Fortsum Business Solutions to call and hold a special meeting of securityholders in order to submit for approval the previously announced plan of arrangement under the Canada Business Corporations Act involving Fortsum Business Solutions and its securityholders as well as GFI Solutions Group Inc. and 4503961 Canada Inc. (“Purchaser”), its direct wholly-owned subsidiary.
The special meeting of securityholders of Fortsum Business Solutions will be held on May 11, 2009 at 10:00 am (local time) at Hotel Plaza Quebec, Room Plaza, 3031 Laurier Boulevard, in Quebec City. The record date to determine the holders eligible to vote and attend the meeting is fixed at April 9, 2009. The plan of arrangement will be subject to the approval of 66 2/3% of the votes cast by all of the securityholders of Fortsum Business Solutions, voting together as a single class. Once approved by the securityholders, the plan of arrangement will then have to be sanctioned by the Superior Court of Quebec.
Under the plan of arrangement, the purchaser will acquire all of the outstanding securities of Fortsum Business Solutions and the existing shareholders of Fortsum Business Solutions will receive $0.82 in cash per share, the holders of stock options will receive a cash amount equal to $0.82 per option less the exercise price of such options, and the holder of the broker warrant will receive a cash amount equal to $0.82 per underlying share less the exercise price of the broker warrant.
The arrangement has been approved unanimously by the Board of Directors of Fortsum Business Solutions upon favourable report and unanimous recommendation of a Special Committee comprised of Alain Miquelon (Chair), Jean Bédard and Michel Berthelot. In doing so, the Board of Directors has determined that the arrangement is fair to the shareholders and is in the best interests of Fortsum Business Solutions and its shareholders. The Board of Directors recommends to the shareholders that they vote in favour of the arrangement. In reviewing the proposed transaction, the Special Committee and the Board of Directors received an opinion from CIBC World Markets Inc. that the consideration to be received by the shareholders under the arrangement is fair from a financial point of view to the shareholders.
“I would like to point out to our securityholders that management has determined that the arrangement will be advantageous to all of Fortsum Business Solutions’ partners. In addition to any financial benefit to our shareholders, the proposed arrangement will also be advantageous to the employees of Fortsum Business Solutions, who will benefit as Fortsum Business Solutions grows both in terms of size and revenue. As such, we encourage all of our securityholders to vote in favour of the proposed arrangement and we invite them to provide the appropriate instructions to their brokers or other intermediaries in order for their vote to be counted at the meeting.” declared the Chairman and Chief Executive Officer of Fortsum Business Solutions, André Thompson.
Certain shareholders holding as a group 50.9% of the outstanding securities of Fortsum Business Solutions have agreed, pursuant to support and voting agreements, to support and vote in favour of the arrangement and not to agree to or contemplate any competing transaction.
The notice of meeting and management information circular for the special meeting of securityholders will be sent to the securityholders of Fortsum Business Solutions and will be filed with the relevant securities authorities on or around April 17, 2009.
About Fortsum Business Solutions
Fortsum Business Solutions Inc. is mainly involved in the development, integration, marketing and support of accounting, commercial and banking data management software. For more information: www.fortsum.com.
About GFI Solutions Group
Based in Montreal, GFI Solutions Group is a leader in Canadian IT consulting services and products to businesses and public and semi-public sectors, including management consulting, application development, system and application integration, outsourcing and technical writing services. GFI Solutions Group has also developed three Excellency centers in transactional systems and back-office applications for the banking industry, and ERP solutions. With 750 employees, GFI Solutions Group is part of the top 25 IT products and services consulting firms in Canada. It is also a member of the GFI Informatique group, an international organization with over 9,500 collaborators worldwide and revenues exceeding one billion CAD. For more information about GFI Solutions Group, please visit www.gfisolutions.com.
Forward-looking Information
This press release contains forward-looking statements relating to the proposed acquisition of Fortsum Business Solutions. Statements based on management’s current expectations contain known and unknown inherent risks and uncertainties. Actual results may vary from forecasts. The reader should not place undue faith in forward-looking information. The completion of the transactions contemplated by the acquisition agreement relating to the arrangement is subject to certain conditions. Failure to complete such transactions could have a material adverse effect on the trading price of shares of Fortsum Business Solutions.
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For Information:
André Thompson
Chair of the Board and Chief Executive Officer
[email protected]
Dany Beaudet
Shareholder Communications Coordinator
Tel.: 418 877-5051 Ext. 2272
Toll-free: 1 888 268-0088
Fax: 418 877-9994
[email protected]
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of the release.