Montreal and Québec City, Québec – March 18, 2009 – GFI Solutions Group Inc. (“GFI”) and Fortsum Business Solutions Inc. (“Fortsum”) (TSX Venture: FRT) announced today that they have entered into a definitive acquisition agreement (the “Acquisition Agreement”) pursuant to which all of the outstanding securities of Fortsum will be acquired by 4503961 Canada Inc. (the “Purchaser”), a direct wholly-owned subsidiary of GFI. Under the terms of the Acquisition Agreement, the existing shareholders of Fortsum 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 in respect 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 in respect of such broker warrant.
The purchase price of $0.82 in cash per share values Fortsum’s equity at approximately $43 million and represents a premium of 42% over the 20-day volume weighted average trading price on the TSX Venture Exchange prior to the announcement of the exclusive discussions with GFI on February 2, 2009.
This transaction is the result of a thorough and extensive strategic review of options process led by a Special Committee comprised of Alain Miquelon (Chair), Jean Bédard and Michel Berthelot. The strategic review of options process was carried out with the assistance of CIBC World Markets Inc., as financial advisor, and Fasken Martineau DuMoulin LLP, as legal counsel.
Louis Lessard and GMSL Financial S.A., the largest shareholder, François Taschereau and Denis Ratté, two of the co-founders, André Thompson, Chairman and Chief Executive Officer, Denis Carrier, President and Chief Operating Officer, Fier-Succès, Société en commandite, Gestion Allard & Dubé Inc., SIPAR, and all other directors who own securities of Fortsum, holding as a group approximately 50.9% of the outstanding securities of Fortsum, have agreed, pursuant to support and voting agreements, to support and vote in favour of the transaction and not agree to or contemplate any competing transaction. The support and voting agreements will only terminate upon the termination of the Acquisition Agreement, except for SIPAR’s, which will terminate if the Board of Directors of Fortsum changes its recommendation.
The transaction has been approved unanimously by the Board of Directors of Fortsum upon favourable report and unanimous recommendation of the Special Committee. 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 and its shareholders. As a result, the Board of Directors has authorized the submission of the arrangement to the securityholders of Fortsum for their approval at a special meeting of securityholders and has resolved to recommend to the shareholders that they vote in favour of the transaction. 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 transaction is fair from a financial point of view to such shareholders.
André Thompson, Chairman and Chief Executive Officer of Fortsum, said: “Following the shareholder meeting held on May 26, 2008, the Board of Directors and Management had the support of all shareholders to concentrate on Fortsum’s business issues peacefully and with much enthusiasm, notably to facilitate a liquidity event. Today, we invite them to vote in favour of a transaction we consider advantageous to all. This transaction is the result of the work of a great team, first our employees who deliver month after month exceptional performances, our directors who guided and supported us throughout this journey, with the benefit of the know-how and perseverance of our advisors. Fortsum enters a new phase of its development full of promises for its clients, employees and business partners.”
Gilles Létourneau, President and Chief Executive Officer of GFI will lead the combined companies. He commented, “We look forward to joining forces with Fortsum, a company with an outstanding team we know well and that shares our commitment to deliver quality products and services to the clients we serve. We are confident that, together, GFI and Fortsum will make a meaningful contribution to the development of the IT market. We could not have picked a better company to continue our expansion and assist us in furthering our mission to be the preeminent developer of IT solutions across Canada.” Recent acquisitions by GFI include industry leaders such as Bell Business Solutions, Accovia and Imagina. The combined companies’ global team will total approximately 1000 employees.
Louis Lessard declares: “The process and its result are in line with what I proposed at the most recent shareholder meeting of Fortsum and meet the wishes of a majority of the shareholders, who are looking for a liquidity event at the best price possible in the current context. This explains why many important shareholders, including GMSL Financial S.A., have agreed to sign irrevocable support and voting agreements in favour of the transaction.”
The transaction will be implemented by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act and will have to be approved by the securityholders of Fortsum at a special meeting to be held on or about May 11, 2009. The plan of arrangement will be subject to the approval of 66⅔% of the votes cast by all of the securityholders of Fortsum, 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 Québec.
The transaction is subject to certain other customary conditions described in the Acquisition Agreement, including Fortsum’s compliance with strict covenants relating to its operations. In particular, Fortsum has agreed that it shall keep at all times a guaranteed investment certificate in the amount of $11 million and shall make to Purchaser immediately prior to closing a non-interest bearing loan of approximately $6.5 million in order to pay a portion of the purchase price. GFI confirmed to Fortsum that it has received firm commitments for the remaining portion of the purchase price payable by GFI.
The Acquisition Agreement contains customary provisions prohibiting Fortsum from soliciting any other acquisition proposals and providing GFI with a right to match any unsolicited acquisition proposal from a third party that the Board of Directors of Fortsum determines, in the exercise of its fiduciary duties, to be superior to the transaction contemplated by the Acquisition Agreement. In the event that GFI does not match such a superior proposal, the Board of Directors of Fortsum will be entitled to change its recommendation and GFI will then have the option to either terminate the Acquisition Agreement or force Fortsum to hold the special meeting of securityholders. The Acquisition Agreement also provides for Fortsum to pay GFI a termination fee in the amount of $1.3 million and reimburse GFI’s out-of-pocket expenses under certain circumstances.
A copy of CIBC World Markets’ fairness opinion, a description of the various factors considered by the Board of Directors in its decision to approve the transaction, as well as other relevant background information, will be included in the information circular to be mailed to the securityholders of Fortsum in advance of the special meeting to vote on the plan of arrangement. Copies of the information circular, the Acquisition Agreement, the plan of arrangement, the support and voting agreements and certain related documents will be filed with Canadian securities regulators and will be available on SEDAR (www.sedar.com) as part of Fortsum’s public filings.
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 the Corporation. 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 is subject to certain conditions. Failure to complete such transactions could have a material adverse effect on the trading price of shares of the Corporation.
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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.