Gemcom Software Announces Agreement To Be Acquired By JMI Equity And The Carlyle Group
Shareholders to Receive C$2.90 in Cash per Share; Transaction Valued at Approximately $180 Million
Vancouver, Canada – May 7, 2008 – Gemcom Software International Inc. (TSX:GCM), the largest global supplier of specialised mining productivity solutions, today announced that it has signed a definitive agreement to be acquired by JMI Equity and The Carlyle Group, in an all cash transaction valued at approximately $180 million. Under the terms of the agreement, Gemcom shareholders will receive $2.90 in cash for each share of Gemcom common stock, representing a 16% premium over Gemcom's weighted average closing price for the last forty-five trading days.
"We are pleased to announce this transaction, which represents the culmination of a thorough review of our standalone plan and strategic alternatives," stated Burke Corbet, chairman of the Gemcom Board of Directors. "The Board of Directors has concluded that this transaction is in the best interests of our shareholders, allowing them to realise the value of their investments at an all time high price. This acquisition represents a resounding endorsement of the results we have achieved through our strategy, market leadership position and strong management team."
JMI Equity is a private equity firm exclusively focused on investments in growing software and business services companies throughout North America with approximately $1.3 billion of committed capital under management. The Carlyle Group is a global private equity firm with $81.1 billion under management and operations in 21 countries. Carlyle's U.S. growth capital team invests in growth buyout transactions, expansion-stage growth equity and selected early-stage venture capital opportunities.
"Our strategy at JMI is to focus on software and business services companies with proven business models and to partner with their management teams to build exceptional companies," said Bob Smith, general partner of JMI Equity. "We are particularly attracted to Gemcom because of its proven leadership team and the execution capabilities of its global staff. We believe that through continued investment in its technology, people and deep customer relationships, Gemcom will continue to build on its market leadership position in the mining market. This is a unique and exciting opportunity to be part of Gemcom's vision to solve their customers' business issues through technology that will transform the mining industry."
"Gemcom is an ideal fit with our investment strategy – it is a high-growth company with leading market share, providing compelling solutions to the global mining sector," stated Brooke B. Coburn, managing director and head of Carlyle Venture & Growth Partners, the U.S. venture and growth capital arm of The Carlyle Group. "We look forward to working with the Gemcom management team to support expansion of their market-leading mining software solutions to existing and future customers in all major global markets."
Gemcom has a portfolio of award-winning software and service solutions and is a clear leader in mining productivity solutions. The Company has a global reach and local presence in all major mining centres, servicing clients in more than 90 countries from 19 locations.
"For more than 22 years, Gemcom has been delivering innovative solutions to improve mining productivity, which has enabled us to attain our leadership position," said Rick Moignard, president and CEO of Gemcom Software. "JMI and Carlyle have a strong track record of growing technology companies and I look forward to working with them in accelerating our vision to improve how the mining industry uses software and best practises to address their key challenges."
Gemcom's Board of Directors has approved the agreement and has unanimously resolved to recommend that Gemcom's shareholders vote in favour of the transaction, which is to be carried out by way of a statutory plan of arrangement. In that regard, Gemcom's Board received an opinion from its financial advisor, The Catalyst Group, that the consideration to be received by shareholders in connection with the transaction is fair, from a financial point of view, to such shareholders. In addition, each of Gemcom's Directors and the CEO, CTO and CFO, have entered into voting agreements pursuant to which each party has agreed to vote in favour of the transaction. Shareholders will be receiving an information circular outlining the next steps and the voting process. Pending the receipt of shareholder approval, the transaction is expected to be completed in July.
Goodwin Procter LLP and Stikeman Elliott LLP are acting as legal advisors to JMI Equity, while Latham and Watkins LLP is acting as legal advisor to The Carlyle Group.
About JMI Equity
JMI Equity, based in Baltimore and San Diego, is a private equity firm exclusively focused on investments in growing software and business services companies at all stages of their lifecycles. Founded in 1992, JMI has invested in more than 90 companies throughout North America and has approximately $1.3 billion of committed capital under management. JMI provides the first institutional capital to self-funded companies, partners with management teams to acquire or recapitalize market leading companies and selectively makes investments in early-stage companies. Representative investments include Blackbaud, DoubleClick, Kronos and Unica. For more information on JMI, visit www.jmiequity.com.
About The Carlyle Group
The Carlyle Group is a global private equity firm with $81.1 billion under management committed to 60 funds. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $43.0 billion of equity in 774 transactions for a total purchase price of $229.3 billion. The Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. www.carlyle.com
When mining companies seek to increase mine productivity, they turn to Gemcom for technology and services. The Company is home to world-renowned mining solutions like GEMS, Surpac, Minex, Whittle, and InSite and to industry thought-leaders who are pushing the boundaries of what's possible in mining. Established in 1985, Gemcom has a global reach delivering comprehensive solutions in all major mining centres in more than 90 countries. Every major mining company, including BHP Billiton, Codelco, De Beers, Newmont and Vale, is a Gemcom client. Through a combination of organic growth and strategic acquisitions, the Company has become the largest global supplier of specialised mining productivity solutions. Gemcom is listed on the TSX under the ticker "GCM." For more information, visit www.gemcomsoftware.com.
This press release contains forward-looking statements concerning the future performance of Gemcom's business, its operations, and its financial performance and condition. These forward-looking statements are based on management's current expectations and judgment. The Company cautions readers that all forward-looking information is inherently uncertain and actual results may differ materially from the assumptions, estimates, or expectations reflected or contained in the forward-looking information, and that actual future performance will be affected by a number of factors, including but not limited to economic conditions, technological change, and changes in competitive factors, many of which are beyond the Company's control. Risks and uncertainties that could affect Gemcom's business are discussed more extensively in the MD&A section of the Company's most recent annual report and annual information form, which are available on the Company's website or on SEDAR at www.sedar.com. Future events and results may vary significantly from what management currently foresees. These forward-looking statements are made as of the date of this release and management assumes no obligation to update or revise these statements to reflect new events or circumstances.
Gemcom, the Gemcom logo and combinations thereof, are trademarks of Gemcom Software International Inc. GEMS, Surpac, Minex, Whittle, MineSched, PCBC and Gemcom InSite are either registered trademarks or trademarks of Gemcom Software International Inc.
For more information contact:
Gemcom Investor Communications
Garth Albright, Chief Financial Officer
+1 604 684 6550
Gemcom Corporate Communications
Mark Bese, Marketing Communications Manager
+1 604 684 6550 ext. 4481
JMI Equity Communications
Chuck Dohrenwend, Senior Vice President
The Abernathy MacGregor Group
+1 212 371 5999
The Carlyle Group Communications
Ellen Gonda, Director of Communications for the Americas
+1 212 813 4821