Fortified Financial Position, Deep Global Presence and Expanded
Development Initiatives Provide Increased Benefits For Customers
and Strong Opportunities for Employees SAN FRANCISCO, CA, MARKHAM,
ON, and WALTHAM, MA, Nov. 7 /PRNewswire- FirstCall/ -- 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 and NASDAQ: GEAC) today announced
that they have reached a definitive agreement for Golden Gate
Capital to acquire Geac in an all-cash transaction valued at
US$11.10 per share (which, based on Friday's Bank of Canada
exchange rate, was CDN$13.11), or approximately US$1.0 billion,
pursuant to a plan of arrangement. The agreement has received
unanimous approval from Geac's Independent Committee and Board of
Directors. The Independent Committee was advised by Bear, Stearns
& Co. Inc. The Independent Committee also received a fairness
opinion from CIBC World Markets. The parties anticipate closing the
transaction in the first calendar quarter of 2006. The closing is
subject to certain customary closing conditions, including receipt
of required regulatory approvals and Geac shareholder and court
approval of the plan of arrangement. Commenting on the transaction,
Charles S. Jones, President and CEO of Geac said, "Today's
announcement provides outstanding opportunity for all of our key
stakeholders. For shareholders, we have achieved an offered price
of US$11.10, a per share value which represents a 27.0% premium
over Friday's trading price and a 38.7% premium to enterprise
value. For our customers and employees, this proposed transaction
and the resources available through it provide a long-term future
for our business. Geac has capitalized on its industry-specific
focus and expertise in the Manufacturing, Government, Financial
Services, Healthcare and Retail sectors. Our vertical market
success should be enhanced by the current initiatives and momentum
within the Golden Gate portfolio." With today's transaction price,
Geac's share price, in US dollar terms, has increased by nearly
276.0%, since Mr. Jones became Chairman of the company five years
ago, compared to the NASDAQ Index Composite decrease of 38.6% and
the TSX Index increase of 6.8%, during the same period. "At the
annual meeting, we noted the most important trend in our industry
is consolidation. This economic paradigm cannot be ignored. The
unique combination of our business with several of Golden Gate's
software investments provides the extraordinary opportunity to
deliver the greatest value to each and every stakeholder group.
Importantly, success in the software industry today derives from
the strength of size and scale - the scale to invest in new
products, in marketing and in a global sales force," Mr. Jones
continued. "The technology businesses we acquire are carefully
selected based on their growth potential and ability to deliver
vertically specific enterprise software offerings and deep market
expertise to their customers. Golden Gate Capital views Geac as a
natural addition to this successful strategy," said David Dominik,
Managing Director of Golden Gate Capital, which has more than $2.5
billion under management. "Golden Gate Capital looks at
acquisitions with a different perspective than most private equity
firms. We seek to integrate companies that can grow significantly
faster together than they could on their own. This strategy has
been implemented successfully by Concerto/Aspect Software,
AttachmateWRQ, Inovis and Infor. We will aggressively support the
Geac business units with our 'assembler' acquisition strategy. Upon
completion of the acquisition, Geac will be reorganized into two
separate Golden Gate Capital portfolio companies." As part of the
reorganization, Infor, an existing Golden Gate Capital funded
company, will acquire Geac's ERP software products - including
System21, Runtime, RatioPlan, Streamline, and Management Data - and
the employees who support them will move to Infor. As the largest
provider of enterprise software exclusively 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 2,300 employees in 47 offices around the world and
supports approximately 18,000 customers in more than 70 countries.
Mr. Dominik continued, "Infor understands the critical role
software solutions play in customers' businesses and is committed
to protecting and enhancing our customers' investments. By bringing
together the resources, talent and expertise of Geac and Infor,
customers will benefit from the combined entity's superior
solutions and service. Infor's customers will have access to
additional domain expertise, while Geac's customers will benefit
from increased product diversity, additional product investments
and improved global reach. In addition to the immediate product and
service portfolio enhancements, customers will benefit from Infor's
strong financial backing and deep focus on developing enterprise
solutions for manufacturers and distributors." Geac's financial
applications and the Industry Specific Applications (ISA) will
become the two business groups under a newly formed Golden Gate
Capital funded company, which will be named prior to the
transaction closing and is referred to below as "NEWCO". In
addition, Geac's general and administrative staff, including the
finance and accounting, legal, IT and human resources teams will
provide the global general and administrative infrastructure for
NEWCO. The newly formed Financial Applications business unit under
NEWCO will include the products and the employees who currently
work within Geac's Enterprise Server, SmartStream, Anael, Extensity
and Comshare products. This business unit will target the
integrated financial applications software market, and the
combination of these solutions will become the foundation of a
complete offering of integrated financial applications. Geac's ISA
businesses - CSD, Libraries, Local Government, Public Safety and
Restaurants - will form the second business unit under NEWCO and
will continue to target their current industries. Each ISA business
will remain independent from the others in a structure similar to
what exists within Geac today. The CEO of the new company will be
named prior to closing the transaction. Jones also noted that one
of Geac's largest shareholders, Crescendo Partners, has expressed
its full support for this transaction and has agreed to vote in
favor of the plan of arrangement. Eric Rosenfeld, President and CEO
of Crescendo Partners, is a member of Geac's Board of Directors.
The transaction will be financed through a combination of equity
from Golden Gate Capital, cash on Geac's balance sheet and firmly
committed debt financing. JPMorgan acted as lead arranger and
bookrunner for Infor's Senior Facilities, and JPMorgan and Merrill
Lynch acted as co-lead arrangers and joint bookrunners for NEWCO's
Senior Facilities. Wells Fargo Foothill acted as documentation
agent for Infor's first and second lien financing and NEWCO's First
Lien Financing. D.B. Zwirn Finance led NEWCO's Second Lien
Financing, acting as sole syndication agent and administrative
agent. 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.
Conference Call Geac management will hold a conference call later
this morning, November 7, 2005, at 10:00 a.m. Eastern Time, to
discuss the definitive agreement, which will be available online at
http://www.investors.geac.com/ or http://www.fulldisclosure.com/.
The call-in number for today's call is (416) 405-9328 or (800)
387-6216. Listeners may also access the conference call and a brief
management presentation via webcast at
http://www.investors.geac.com/. Attendees should log in at least 15
minutes prior to the call. The online replay will be available
today at approximately 3:00 p.m. (Eastern Time) and will continue
for 30 days. The replay can be accessed at (416) 695-5800 or at 1
(800) 408-3053. The pass code for the replay is 3167398 followed by
the number sign. About Infor Infor is the largest global software
provider exclusively 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, marketing-driven
distribution, and business intelligence. With more than 2,300
employees in 47 global offices, Infor provides enterprise solutions
to 17,500 customers in over 70 countries. For additional
information, visit http://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 Geac Geac (TSX: GAC, NASDAQ:GEAC) is a global
enterprise software company that addresses the needs of the Chief
Financial Officer. Geac's best-in-class technology products and
services help organizations do more with less in an increasingly
competitive environment, amidst growing regulatory pressure, and in
response to other business issues confronting the CFO. Further
information is available at http://www.geac.com/ or through e-mail
at . Important Information Regarding the Transaction The proposed
transaction will be submitted to Geac's shareholders for their
consideration, and Geac will file a proxy circular on SEDAR and
with the Securities and Exchange Commission (SEC), to be used by
Geac to solicit their shareholders' approval of the proposed
transaction, as well as certain other relevant documents concerning
the proposed transaction. Shareholders of Geac are urged to read
the proxy circular regarding the proposed transaction and any other
relevant documents filed on SEDAR and with the SEC when they become
available, as well as any amendments or supplements to those
documents, because they will contain important information.
Interested parties will be able to obtain a free copy of the proxy
circular, as well as other filings containing information about
Geac, at http://www.sedar.com/ and at http://www.sec.gov/. 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 http://www.sec.gov/ and through the
website maintained by the Canadian Securities Administrators and
the Canadian Depository for Securities Limited at
http://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. DATASOURCE: Geac Computer
Corporation Limited; Golden Gate Capital CONTACT: Transaction
Contact: Jon Salon, Vice President, Deputy General Counsel, Geac,
(781) 672-8810, ; Geac Investor and Media Contacts: Alys Scott,
Vice President, Corporate Communications, Geac, (781) 672-5980, ;
Infor Contact: Beverly McDonald, Vice President, Corporate
Communications, Infor, (678) 907-2048, ; Golden Gate Capital
Contact: Joelle Kenealey, Director, Coltrin & Associates, (415)
305-6065,
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