Geac Computer (NASDAQ:GEAC)
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Fortified Financial Position, Deep Global Presence and Expanded
Development Initiatives Provide Increased Benefits for Customers and
Strong Opportunities for Employees
Golden Gate Capital, a private equity firm focused on investing in
high-growth businesses in change intensive industries, and Geac
Computer Corporation Limited (TSX:GAC) (NASDAQ:GEAC) today announced
that Golden Gate Capital has completed its previously announced
acquisition of Geac. Golden Gate Capital, through TriCage Merge Corp.,
acquired Geac in an all-cash transaction valued at US$11.10 per share,
or approximately US$1.0 billion, pursuant to a plan of arrangement. In
connection with the transaction, Geac's common shares will be delisted
from The Toronto Stock Exchange and NASDAQ.
As part of the acquisition, Geac has been reorganized into two
separate Golden Gate Capital portfolio companies. Infor, an existing
Golden Gate Capital funded company, acquired Geac's ERP software
products -- including System21, RunTime, Ratioplan, StreamLine, and
Management Data -- and the employees who support them moved to Infor.
As the largest provider of enterprise software focused on the
manufacturing and distribution industries, Infor delivers integrated
solutions that address the essential challenges its customers face in
areas such as supply chain planning, relationship management, demand
management, ERP, warehouse management, marketing-driven distribution,
and business intelligence. Infor has more than 2,800 employees in 50
offices around the world and supports approximately 19,500 customers
in more than 70 countries.
Geac's core financial and corporate performance management
applications provide the framework of a newly formed Golden Gate
Capital funded company, named "Extensity" that targets the integrated
financial applications software market, including the high-growth
Business Intelligence (BI) and Corporate Performance Management
segments. Extensity will consist of two newly formed business units
including Financial Applications and Industry Specific Applications
(ISA).
The Financial Applications unit includes the products and the
employees who worked within Geac's Enterprise Server, SmartStream,
Anael, Extensity and Comshare product groups. The second business unit
is comprised of the Industry Specific Applications (ISA) of Commercial
SD, Libraries, Local Government, Public Safety and Restaurants. Each
ISA business will remain independent from the others in a structure
similar to what existed within Geac prior to the implementation of the
plan of arrangement. Geac's finance and accounting, IT, legal and HR
teams will provide the global general and administrative
infrastructure for Extensity. Ken Walters, President of Infor has been
named the CEO of Extensity. He has been with Infor through several
acquisitions and will now leverage his success there to guide
Extensity.
The transaction was financed through a combination of equity from
Golden Gate Capital, cash on Geac's balance sheet and firmly committed
debt financing. J.P. Morgan Securities ("JPMorgan") and Credit Suisse
Securities (USA) LLC acted as Joint Bookrunners and Co-lead Arrangers
for Infor's First-Lien and Second-Lien Credit Facilities. Wells Fargo
Foothill, Inc. ("WFF") and G.E. Commercial Finance ("GECC") acted as
Co-Documentation Agents for Infor's First-Lien Credit Facilities.
JPMorgan and Merrill Lynch Co. acted as Joint Bookrunners and Co-lead
Arrangers for Extensity's First-Lien and Second-Lien Credit
Facilities. WFF and GECC acted as Co-Documentation Agents for
Extensity's First-Lien Credit Facilities. D.B. Zwirn Finance LLC acted
as Administrative Agent for Extensity's Second Lien Credit Facility.
Bear, Stearns & Co. Inc. acted as financial advisor and Blake, Cassels
& Graydon LLP and Skadden, Arps, Slate, Meagher & Flom acted as legal
advisors to Geac. JPMorgan acted as exclusive financial advisor and
Kirkland & Ellis LLP and Borden Ladner Gervais LLP acted as legal
advisors to Golden Gate Capital.
Computershare Investor Services Inc., which acted as the
depositary for the acquisition will send the US$11.10 per share to
Geac shareholders who have completed and returned the necessary
documentation. Additional copies of the documentation necessary for
Geac shareholders to receive payment for their shares can be obtained
by contacting Computershare at 1.800.564.6253.
About Infor
Infor is the largest global software provider focused on
delivering world-class enterprise applications to customers in the
manufacturing and distribution industries. Infor delivers integrated
best-in-class products that address the essential challenges its
customers face in areas such as supply chain planning, relationship
management, demand management, ERP, warehouse management, and business
intelligence. With more than 2,800 employees in 50 global offices,
Infor provides enterprise solutions to 19,500 customers in over 70
countries. For additional information, visit www.infor.com.
About Golden Gate Capital
Golden Gate Capital (http://www.goldengatecap.com) is a San
Francisco-based private equity investment firm with approximately $2.5
billion of capital under management. Golden Gate Capital is dedicated
to partnering with world-class management teams to invest in
change-intensive, growth businesses. They target investments in
situations where there is a demonstrable opportunity to significantly
enhance a company's value. The principals of Golden Gate Capital have
a long and successful history of investing with management partners
across a wide rage of industries and transaction types, including
leveraged buyouts, recapitalizations, corporate divestitures and
spin-offs, build-ups and venture stage investing.
About Extensity
Extensity is the leading financial performance management company
focusing exclusively on the comprehensive needs of finance
professionals. With more than 12,500 customers worldwide, including
half of the Fortune 100, Extensity enables better financial management
and decision-making throughout the enterprise in many of the world's
most progressive and successful companies. We leverage the power of
trusted, finance-centric data through a comprehensive set of
end-to-end solutions from financial applications to performance
management. Extensity has over 1,100 employees in 42 offices
worldwide. For more information, visit http://www.extensity.com or
email info@extensity.com.
This press release may contain forward-looking statements of
Geac's intentions, beliefs, expectations and predictions for the
future. These forward-looking statements often include use of the
future tense with words such as "will," "may," "intends,"
"anticipates," "expects" and similar conditional or forward-looking
words and phrases. These forward-looking statements are neither
promises nor guarantees. They are only predictions that are subject to
risks and uncertainties, and they may differ materially from actual
future events or results. Geac undertakes no obligation to update or
revise the information contained herein. Risks and uncertainties
include the satisfaction of the conditions to closing, including
receipt of shareholder and regulatory approval. Other potential risks
and uncertainties that relate to Geac's business and operations are
summarized in more detail from time to time in our filings with the
United States Securities and Exchange Commission and with the Canadian
Securities Administrators. Please refer to Geac's most recent
quarterly reports available through the website maintained by the SEC
at www.sec.gov and through the website maintained by the Canadian
Securities Administrators and the Canadian Depository for Securities
Limited at www.sedar.com for more information on risk factors that
could cause actual results to differ.
Geac is a registered trademark of Geac Computer Corporation
Limited. All other marks are trademarks of their respective owners.