ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for alerts Register for real-time alerts, custom portfolio, and market movers

EKD Epic Data International Inc.

0.00
0.00 (0.00%)
Share Name Share Symbol Market Type
Epic Data International Inc. TSXV:EKD TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Sylogist to Acquire Epic Data International Ltd.

08/05/2013 10:51pm

Marketwired Canada


THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES.


Sylogist Ltd. (TSX VENTURE:SYZ) ("Sylogist") and Epic Data International Ltd.
(TSX VENTURE:EKD) ("Epic Data") are pleased to announce that they have entered
into an agreement (the "Arrangement Agreement") pursuant to which Sylogist will
acquire 100% of Epic Data's shares and, thereby, Epic Data's existing
proprietary enterprise application software, all existing customer
relationships, customer contracts, as well as its tax pools. The transaction
("Transaction") will be effected by way of plan of arrangement under the
Business Corporations Act (British Columbia).


Under the Transaction, Sylogist will pay CDN $5 million cash consideration (net
of working capital adjustments) for Epic Data and will acquire all of the
outstanding shares of Epic Data. Epic Data has formed a new company, Epic Fusion
Corp. ("Newco"), which will acquire Epic Data's business in China and be
operated by Epic Data's current senior management. In connection with the
Transaction, Newco will receive the cash consideration payable by Sylogist, Epic
Data's existing interests in China (including its ownership in Epic Data Systems
(Shanghai) Co. Ltd. and Epic-Hust Technology (Wuhan) Co. Ltd.) and a perpetual
license entitling it to use specific Epic Data software (known as IntegraMES,
for use in manufacturing facility applications) in the Peoples' Republic of
China ("PRC"). Under the terms of the license, Newco will agree not to compete
with Epic Data in its current business outside the PRC. 


In consideration of these asset transfers and perpetual license, Newco will
assume Epic Data's outstanding loans and debentures and issue Newco shares to
Epic Data. Epic Data will in turn reorganize its share capital, such that upon
completion of the Transaction Epic Data shareholders will receive Newco shares
in the same proportion as their holdings of Epic Data. Sylogist will acquire all
of the outstanding common shares of Epic Data for nominal cash consideration,
which cash consideration will not be distributed but will immediately be
contributed to the stated capital of Newco. 


"Epic Data is a well-recognized competitor to Sylogist in the enterprise
application software field, with its manufacturing execution systems, data
collection platform software, warehouse management application software and shop
floor terminals, such as its recently unveiled UniView rugged tablet for mobile
and shop floor applications. This acquisition is highly strategic and
synergistic, giving us expanding operations in Canada, the United States and
Europe, the addition of Epic Data's Fortune 500 customer base to our own and a
significantly enhanced technology platform. Properly scaled, we foresee Epic
Data, through its recurring revenue contracts, technology and tax pools,
providing Sylogist with a material increase in financial performance commencing
in the fourth quarter of fiscal 2013," stated Jim Wilson, Sylogist's President
and CEO.


"We believe this strategic transaction with Sylogist presents a tremendous
opportunity to realize value for our operations in North America and Europe,
while allowing the spin-out company, Epic Fusion Corp., to focus on the exciting
market opportunity for manufacturing technologies in China," commented Robert
Nygren, President & CEO of Epic Data. "Epic Fusion will own a 51% interest in a
joint venture set up with Huazhong University of Science & Technology early last
year that has grown to over 130 staff. With projects also underway through
another partner in China, Epic Fusion will be well-positioned to realize growth
in this emerging market."


The Transaction is anticipated to close on July 1st 2013. Closing of the
Transaction is subject to, among other conditions, the approval of at least 66
2/3% of the shares voted at the Epic Data shareholder meeting, the approval of
the Supreme Court of British Columbia, the receipt of all necessary regulatory
and stock exchange approvals and satisfaction of certain other closing
conditions which are customary in transactions of this nature. Newco intends to
seek a listing of its shares on TSX Venture Exchange following completion of the
Transaction.


It is expected that the Epic Data shareholder meeting will be held in late June,
2013 following the mailing of an information circular to its shareholders
describing the Transaction. The Arrangement Agreement provides customary
non-solicitation provisions and Epic Data has agreed to pay Sylogist a
termination fee in certain circumstances if the Transaction is not completed. 


The directors of Sylogist and Epic Data have unanimously approved the
Transaction. Principal shareholders of Epic Data, collectively representing in
aggregate approximately 52% of the issued and outstanding shares of Epic Data,
have entered into support agreements with Sylogist in which they have agreed to
vote their shares of Epic Data in favour of the Transaction.


Complete details of the Transaction are described in the Arrangement Agreement
which will be made available on SEDAR.


About Sylogist

Sylogist is a technology innovation company which, through strategic
acquisitions, investments and operations management, provides enterprise
application software to public and private sector customers. 


The Company's stock is traded on the TSX Venture Exchange under the symbol SYZ.
Information about Sylogist can be found at http://www.sylogist.com.


About Epic Data International Inc.

Epic Data International Inc. has produced manufacturing execution and warehouse
management solutions for nearly 40 years. Epic Data solutions synchronize supply
chain and production activities to achieve real-time visibility of manufacturing
metrics that reduces cycle times and costs, optimizes production planning and
control, and boosts quality and efficiency. The solutions are easily implemented
either by module or as a completely integrated solution suite across the global
enterprise. Customers include Beechcraft, Lockheed Martin, Bell Helicopter,
Komatsu, Bombardier Learjet, CAE Inc., Kingfisher (B&Q) plc, Joy Mining
Machinery, Cobham Defence Communications Ltd., GE Aircraft Engine, Contour
Premium Aircraft Seating, McBride plc, Phoenix Contact, Rolls-Royce and Volvo.


Forward-looking Statements

This news release contains forward-looking statements relating to the future
operations and profitability of the Corporation and other statements that are
not historical facts. Forward-looking statements are often identified by terms
such as "may", "should", "anticipate", "expects", "believe", "will", "intends",
"plans" and similar expressions. Any statements that are contained in this news
release that are not statements of historical fact may be deemed to be
forward-looking statements. More particularly and without limitation, this press
release contains forward-looking information concerning: the anticipated
benefits of the Transaction to Epic, its shareholders, and Sylogist, including
anticipated synergies and potential financing sources; the holding of the
shareholder meeting of Epic; expected tax pools available to Sylogist, and; the
closing of the Transaction. Such forward-looking information is provided for the
purpose of providing information about management's current expectations and
plans relating to the future. Investors are cautioned that reliance on such
information may not be appropriate for other purposes, such as making investment
decisions. In respect of the forward-looking information and statements
concerning the anticipated benefits and completion of the proposed Transaction
and the anticipated timing for completion of the Transaction, each of Sylogist
and Epic has provided such in reliance on certain assumptions that it believes
are reasonable at this time, including assumptions as to the ability of Epic to
receive, in a timely manner, the necessary regulatory, court, shareholder, stock
exchange and other third party approvals; the ability of each of Sylogist and
Epic to satisfy, in a timely manner, the other conditions to the closing of the
Transaction; and expectations and assumptions concerning, among other things:
commodity prices and interest and foreign exchange rates; planned synergies,
capital efficiencies and cost-savings; applicable tax laws; the sufficiency of
budgeted capital expenditures in carrying out planned activities; the
availability and cost of labour and services; the success of growth projects;
future operating costs; that counterparties to material agreements will continue
to perform in a timely manner; that there are no unforeseen events preventing
the performance of contracts; and that there are no unforeseen material
construction or other costs related to current growth projects or current
operations.. The anticipated dates provided may change for a number of reasons,
including unforeseen delays in preparing meeting materials, inability to secure
necessary shareholder, regulatory, court or other third party approvals in the
time assumed or the need for additional time to satisfy the other conditions to
the completion of the Transaction. Accordingly, readers should not place undue
reliance on the forward-looking information contained in this press release. 


Since forward-looking information addresses future events and conditions, such
information by its very nature involves inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to the risks associated
with the industries in which each of Sylogist and Epic operates in general such
as: costs and expenses; commodity price, interest rate and exchange rate
fluctuations; competition; failure to realize the anticipated benefits of the
Transaction and to successfully integrate each of Sylogist and Epic; ability to
access sufficient capital from internal and external sources; and changes in
legislation, including but not limited to tax laws. Risks and uncertainties
inherent in the nature of the Transaction include the failure of Epic to obtain
necessary shareholder, regulatory, court and other third party approvals, or to
otherwise satisfy the conditions to the Transaction, in a timely manner, or at
all. Failure to so obtain such approvals, or the failure of each of Sylogist and
Epic to otherwise satisfy the conditions to the Transaction, may result in the
Transaction not being completed on the proposed terms, or at all.


Readers are cautioned that the foregoing list of factors is not exhaustive.
Forward-looking statements contained in this news release are expressly
qualified by this cautionary statement. The forward-looking statements contained
in this news release are made as of the date of this news release, and neither
Sylogist nor Epic undertake any obligation to update publicly or to revise any
of the included forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly required by
Canadian securities law.


This joint news release does not constitute an offer to sell or the solicitation
of an offer to buy any securities within the United States. The securities to be
offered have not been and will not be registered under the U.S. Securities Act
of 1933, as amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of such Act or other laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Sylogist Ltd.
Jim Wilson
President and CEO
(403) 266-4808
www.sylogist.com


Epic Data International Inc.
Rob Nygren
President and CEO
(604) 207-7668
www.epicdata.com

1 Year Epic Data International Inc. Chart

1 Year Epic Data International Inc. Chart

1 Month Epic Data International Inc. Chart

1 Month Epic Data International Inc. Chart

Your Recent History

Delayed Upgrade Clock