MONTREAL, May 27 /CNW Telbec/ - Isacsoft Inc. (TSX-V: ISF) and 4468783 Canada Inc. ("BriseboisCo"), a company controlled by Ronald Brisebois, the President, Chief Executive Officer and Chairman of the Board of Directors of Isacsoft (the "Board") announced today that they have entered into a pre-amalgamation agreement (the "Pre-Amalgamation Agreement") pursuant to which BriseboisCo has agreed to enter into an amalgamation with Isacsoft (the "Amalgamation"). Under the Amalgamation, the shareholders of Isacsoft (the "Shareholders") will receive for each common share of Isacsoft (the "Share") they hold, an amount of $0.33 per Share (the "Offer Price"). The Offer Price represents a premium of approximately 23.4% to Isacsoft's average closing price on the TSX Venture Exchange over the past 20 days, 37.5% over February 11, 2008's close, the day Isacsoft announced having discussions with Ronald Brisebois. The Amalgamation values Isacsoft's equity at approximately $4.2 million on a fully diluted basis.
Under the Amalgamation, except for Shares held by Ronald Brisebois, each Share will be converted into one redeemable share of the amalgamated corporation. The redeemable shares will be redeemed by the amalgamated corporation for $0.33 per Share payable cash by the amalgamated corporation, immediately following the Amalgamation.
A special meeting of the Shareholders will be held on June 27, 2008 to consider the Amalgamation concurrently with the annual general meeting of the Shareholders that was scheduled to be held at the same date. The Amalgamation is subject to the approval of not less than two-thirds of the Shareholders and a majority of the minority Shareholders voting at the meeting. Further details of the Amalgamation will be contained in the management proxy circular to be mailed to Shareholders on or about May 29, 2008.
The Board (Ronald Brisebois abstaining), following receipt of the unanimous recommendation of an independent committee of directors of Isacsoft (the "Independent Committee"), has unanimously determined that the Amalgamation is fair and is recommending that Shareholders vote their Shares in favour of the Amalgamation. Isacsoft's financial advisors, Canaccord Capital Corporation, have provided opinion to the Board and the Independent Committee that the consideration payable under the Amalgamation is fair from a financial point of view to the Shareholders.
As part of the transaction, BriseboisCo has entered into voting agreements in particular with Desjardins Venture Capital, Bombardier Inc., and Rogers Communications Inc. pursuant to which they have agreed to, among other things, vote all of their Shares in favour of the Amalgamation. The locked-up shares represent approximately 23.7% of the outstanding Shares on a fully-diluted basis.
The Pre-Amalgamation Agreement provides for, among other things, customary board support and non-solicitation covenants, financing representations and that no payment of non-completion fee is required in the event that Isacsoft receives a superior proposal.
The Amalgamation constitutes a "related party transaction" under the applicable securities regulatory requirements and is exempt from the valuation requirement as the lock-up shares represent more than 20% of the outstanding Shares.
Isacsoft expects the transaction to close in the second quarter of 2008.
Isacsoft is a provider of software business solutions, information technology-training and systems integration consulting to its national and international customers. The revenue model is based on software licences, recurring revenues and strategic projects targeting key customers. Isacsoft is headquartered in Montréal, Canada with offices in Paris, London, Cologne and The Hague.