ISACSOFT INC. (TSX Venture Exchange: ISF) announced today that it has reached an agreement to acquire all of the issued and outstanding shares of Synesis Desktop Publishing Consultants Inc. (Synesis) a provider of blended learning services to commercial enterprises and the acquisition of a data center from Groupe Conseil O.S.I. Inc.
Acquisition of Synesis
Under the terms of this agreement, ISACSOFT will pay a total of $1,285,000 consisting of $34,000 in cash and 3,500,000 share units comprised of one Class “A” share and a warrant to acquire ½ Class “A” Share. The warrants may be exercised at any time up to and including the third anniversary date of their issuance at a price of $0.40 per share and are not transferable.
In addition, the Vendors may earn up to an additional $716,000 payable in a combination of cash and Class ”A” shares upon the attainment of certain minimum performance criteria as defined by the parties. There are no finders fees payable on this transaction by either party.
“This acquisition brings additional enterprise-oriented content, courseware and capabilities to our e-Knowledge business”, commented Mr. Ronald Brisebois, Chairman and Chief Executive Officer, “integrating a host of complimentary skills and experience, this initiative will delivery a great deal of added value to our corporate clients.”
The acquisition of Synesis is subject to the execution of definitive agreements and satisfaction of certain conditions, as well as shareholder and regulatory approval.
Formed in 1989 and based in Montreal, Synesis has been facilitating the integration and the use of new technologies in the workplace by providing productivity-oriented computer training as well as technical recruitment services, allowing companies to be more efficient and focus on their own mission.
Synesis is one of the fastest growing IT training firms in Quebec and was ranked the 20th fastest growing company in Quebec by both l'Actualité and Profit Magazine in 2004. Synesis offers a wide range of Instructor-lead and E-learning training solutions to major corporations in Quebec and, as a co-founder of the TrainCanada network, throughout the country. Mr. Ugo Dionne, President of Synesis has been named amongst the 75 leaders of tomorrow by Les Affaires in the fall of 2003. He and his partner, Doug Wiseman will remain with ISACSOFT upon completion of this transaction.
Synesis had revenues of $1,300,000 and EBITDA of $107,000 for the year ended December 31, 2003.
Expansion of Hosting Services
ISACSOFT is also announcing the acquisition of a data center and related assets from Groupe Conseil O.S.I. Inc. in exchange for 1,200,000 Class “A” Shares issued at a price of $0.30 per share for a total value of $360,000. The assets acquired have a net book value of approximately $500,000. ISACSOFT will also assume the premises lease for this facility. There are no finders fees payable on this transaction by either party. This transaction is expected to be completed on or about December 30, 2004 and is subject to normal conditions of closing.
“This transaction provides us with a showcase for hosting and delivery of our e-learning courseware for customers,” commented Mr. Ronald Brisebois.
This facility is a state of the art data center located in Montreal and provides ISACSOFT with the ability to consolidate several existing locations thereby increasing reliability and reducing costs.
ISACSOFT is a provider of content-based software solutions to its international customers. The revenue model is based on software licenses, copyrighted content development, recurring revenues and services. The solutions of ISACSOFT include knowledge management, e-Learning management, Library management, document management. ISACSOFT is headquartered in Montreal, Canada and supports operations in Quebec City, New York, Paris, London, Cologne, and The Hague, as well as an international network of distributors.
Certain statements in this news release are not historical and may constitute forward‑looking statements reflecting ISACSOFT's current expectations in the knowledge technology collaborative solutions businesses. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including, without limitation, changes in market and competition, technological and competitive developments, cooperation and performance of strategic partners, and potential downturns in economic conditions generally. Forward-looking statements are based on management's estimates, beliefs and opinions on the date the statements are made. ISACSOFT assumes no obligation to update forward-looking statements if circumstances of management's estimates, beliefs or opinions should change. Additional information on these and other potential factors that could affect the company's financial results are detailed in documents filed from time to time with the Autorité des marchés financiers , and available on SEDAR.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
ISACSOFT is a public company traded on the Toronto Venture Exchange under the symbol "ISF". More information can be found on the corporate Web site at www.isacsoft.com.