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DSG Descartes Systems Group Inc

134.44
1.16 (0.87%)
21 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Descartes Systems Group Inc TSX:DSG Toronto Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.16 0.87% 134.44 133.78 134.84 135.65 134.10 135.45 103,842 21:12:14

Descartes Announces Bought Deal Public Share Offering To Raise C$40,002,300

29/09/2009 2:28pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE U.S.

The Descartes Systems Group Inc. (TSX:DSG)(NASDAQ:DSGX), a federated global
network logistics solutions provider, announced today that it has entered into a
binding bought deal agreement with a syndicate of underwriters co-led by GMP
Securities L.P. and CIBC World Markets Inc., and including Thomas Weisel
Partners, Versant Partners Inc. and Paradigm Capital Inc. (collectively the
"Underwriters"), to raise gross proceeds of C$40,002,300 from a sale of
6,838,000 common shares at a price of C$5.85 per share.


The offering is scheduled to close on October 20, 2009. The net proceeds of the
offering are anticipated to be used by the Company for general corporate
purposes and for potential acquisitions.


The Company and certain executive officers and directors have agreed to grant
the Underwriters an over-allotment option to purchase, in aggregate, up to an
additional 1,025,700 common shares, being 15% of the common shares to be sold
under the offering, at C$5.85 per share, with such additional shares being sold
firstly, as to 693,296 common shares by such executive officers and directors
and secondly, as to 332,404 common shares, by the Company.


The securities being offered have not been nor will be registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold
within the United Sates or to, or for the account or benefit of, U.S. persons
absent U.S. registration or an applicable exemption from U.S. registration
requirements. This release does not constitute an offer for sale of securities
in the United States.


Adoption of New Accounting Standard and Resulting Retrospective Adjustment of
Fiscal 2009 Financial Statements


Subsequent to its fiscal year ended January 31, 2009 ("fiscal 2009"), the
Company retrospectively adopted Statement of Financial Accounting Standards
("SFAS") No. 141R, "Business Combinations" ("SFAS 141R"). As a result of this
retrospective adoption, the Company's fiscal 2009 consolidated financial
statements will be retrospectively adjusted to expense US$258,000 of deferred
acquisition-related costs that were previously capitalized under the provisions
of SFAS No. 141, "Business Combinations". This required adjustment will result
in a US$258,000 decrease to the US$146,120,000 in total assets on the Company's
previously reported fiscal 2009 consolidated balance sheet, and a corresponding
US$258,000 reduction to the US$20,468,000 in net income on the Company's
previously reported fiscal 2009 consolidated statement of operations. The effect
of retrospectively adopting SFAS 141R on the Company's previously reported
fiscal 2009 consolidated financial statements is described more fully in Note 18
to the Company's adjusted fiscal 2009 statements, which the Company expects to
file by October 1, 2009 on SEDAR (www.sedar.com).


About Descartes

Descartes (TSX:DSG)(NASDAQ:DSGX), is making the world a better place by enabling
global organizations with logistics-intensive businesses to save money by
improving the productivity and performance of their operations. Underlying
Descartes' offerings is the Descartes Global Logistics Network (GLN), one of the
world's most extensive multi-modal business applications network. As a federated
platform, the Descartes GLN combines with component-based 'nano' sized
applications to provide messaging services between logistics trading partners,
shipment management services to help manage third party carriers and private
fleet management services for organizations of all sizes. Descartes' solutions
and services deliver results by enabling organizations around the world to
reduce administrative costs, billing cycles, fleet size, contract carrier costs,
and mileage driven; improve pickup and delivery reliability; and optimize
working capital through fleet visibility. Descartes' hosted, transactional and
packaged solutions deliver repeatable, measurable results and fast
time-to-value. Descartes customers include an estimated 1,600 ground carriers
and more than 90 airlines, 30 ocean carriers, 900 freight forwarders and
third-party providers of logistics services, and hundreds of manufacturers,
retailers, distributors, private fleet owners and regulatory agencies. The
Company has more than 450 employees and is based in Waterloo, Ontario, with
operations in Atlanta, Pittsburgh, Ottawa, Montreal, Miami, Minneapolis,
Washington DC, Derby, London, Stockholm, Shanghai, and Toronto.


Safe Harbour Statement

This release contains forward-looking information within the meaning of
applicable securities laws ("forward-looking statements"). Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of Descartes, or
developments in Descartes' business or in its industry, to differ materially
from the anticipated results, performance, achievements or developments
expressed or implied by such forward-looking statements. Forward-looking
statements include all disclosure regarding possible events, conditions or
results of operations that is based on assumptions about future economic
conditions and courses of action. Forward-looking statements may also include,
without limitation, any statement relating to future events, conditions or
circumstances. Descartes cautions you not to place undue reliance upon any such
forward-looking statements, which speak only as of the date they are made.
Forward-looking statements relate to, among other things, an offering of common
shares by Descartes, the anticipated use of the net proceeds of such offering,
and the timing of filing of Descartes' adjusted fiscal 2009 consolidated
financial statements. Such forward-looking statements involve known and unknown
risks, uncertainties, assumptions and other factors that may cause the actual
results, performance or achievements to differ materially from the anticipated
results, performance or achievements or developments expressed or implied by
such forward-looking statements which include, but are not limited to, a
material adverse change in the affairs of Descartes or a development materially
adversely affecting the financial markets, the prospect that Descartes may not
identify acquisition opportunities that meet its strategic objectives or that to
the extent such opportunities are identified, that it is able to negotiate
acquisition terms that are acceptable to it, and the factors and assumptions
discussed in the section entitled, "Certain Factors That May Affect Future
Results" in documents filed with the Ontario Securities Commission and other
securities commissions across Canada, including Descartes' Annual Report for the
fiscal year ended January 31, 2009. Readers are cautioned not to place undue
reliance upon any such forward-looking statements, which speak only as of the
date made. We do not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements to
reflect any change in our expectations or any change in events, conditions or
circumstances on which any such statement is based.


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