"We selected Catalyst above others on our short list
primarily because we were impressed with the principals, their global experience relevant to our industry & objective, and our expectation that the principals would be doing the work. We got all of that and were happy with the outcome.”
former board chairman
Gemcom Software International Inc.
"Catalyst was selected because we believed we would be working with the senior people rather than an associate. And so we did throughout the project.
The process was efficient, timely and sensible. Most importantly, it worked well in obtaining the bids we sought at prices that were well above initial expectations.
I've worked on several Special Committees and this was the smoothest sale I've been involved in. The relations between Catalyst, Company and Board were excellent throughout.
Ian Reid, former chairman of the board’s M&A special committee, Gemcom Software International Inc.
Gemcom Announces Completion of Acquisition
Vancouver, Canada – July 23, 2008 – Gemcom Software International Inc. (TSX:GCM), the largest global supplier of specialised mining productivity solutions, today announced the completion of the plan of arrangement (the “Arrangement”) whereby an acquisition vehicle indirectly owned by affiliates of JMI Equity Fund VI, L.P., Carlyle Venture Partners III, L.P. and Pala Investments Holdings Limited (the "Purchaser"), acquired all of Gemcom's outstanding common shares and Gemcom has purchased all outstanding options to purchase Gemcom common shares.
The “Purchaser” has agreed with Gemcom to amend the arrangement agreement the parties entered into on May 7, 2008 to increase the amount to be paid to shareholders to Cdn$3.05 per share from Cdn$2.90 per share. The total value of the transaction is now valued at approximately Cdn$190 million.
The purchase price increase was accomplished in connection with an agreement reached between the Purchaser and Pala Investment Holdings Limited (“Pala”), the Company’s largest shareholder. Pala has agreed to become a shareholder in the Purchaser, if Pala’s review of Gemcom diligence materials is satisfactory to Pala. Pala must decide whether to invest in the Purchaser by June 16, 2008. Pala currently holds 10,407,100 shares, representing 19.05% of all issued and outstanding shares. Pala has also agreed that as long as the arrangement agreement has not been terminated and the per share price to be paid to Gemcom”s shareholders is at least Cdn$3.05, Pala will vote all its shares in favour of the proposed transaction. The increased purchase price and the Pala voting agreement will remain in effect regardless of whether Pala invests in the Purchaser.
Burke Corbet, chairman of the Board of Directors said, “We are pleased to be able to announce this amended transaction which improves the result for our security holders. Gemcom’s Mergers & Acquisition Committee and Board of Directors unanimously recommend that security holders vote FOR this enhanced transaction at the upcoming special meeting. We are very pleased with the increased purchase price.”
In connection with the amended arrangement agreement, the Mergers & Acquisition Committee and the Board of Directors received a fairness opinion from The Catalyst Group LLC that the increased consideration to be received by security holders in connection with the amended transaction is fair, from a financial point of view, to such holders.