COGNICASE to Acquire AVI Software Inc. and Reinforce SME
Product Offering - To Integrate Accounting Software to
Its Payroll and Time & Attendance Solutions
MONTREAL, QUEBEC, CANADA--JANUARY 7, 2002 - 17:15 EST
COGNICASE Inc. (NASDAQ: COGI) a provider
of advanced transaction processing solutions and Internet-based
applications and AVI Software Inc. (CDNX: AVF) announced today
that they have entered into a letter agreement regarding the
acquisition by COGNICASE of all the issued and outstanding shares
of AVI Software. The consideration is comprised of COGNICASE
shares and a cash portion to AVI Software shareholders. Quebec
City-based AVI Software develops and distributes for single or
multiple users multi-company accounting software designed
principally for small and medium size businesses, with a
particular focus on the construction industry. AVI has a strong
distribution network of some 500 resellers throughout Quebec as
well as close to fifty trainers for in-company software
implementation.
Under the transaction, $1.35 per common share of AVI on a fully
diluted basis will be offered to all shareholders. Half of the
consideration will be paid in cash in the amount of $2,857,125 and
the other half in COGNICASE common shares on the basis of an
exchange ratio of 0.1336633. Each AVI shareholder will also have
the option to elect that all of his or her consideration be paid
in COGNICASE common shares. Should the weighted average trading
price of COGNICASE common shares on the Toronto Stock Exchange for
the five trading days ending two calendar days prior to the
closing date fall below $10.00, all AVI shares shall be purchased
by COGNICASE in cash at a price per AVI share of $1.35.
The transaction is subject to the approval of AVI Software
shareholders. Certain shareholders of AVI Software, who
collectively own in the aggregate approximately 65% of the
outstanding shares of AVI Software, have agreed to vote their
shares in favour of the transaction. If approved, the transaction
is expected to close by the end of February 2002.
The transaction is also conditional upon the receipt of customary
approvals from securities and other regulators, the approval of
the board of directors of COGNICASE and other usual conditions
including satisfactory due diligence, the absence of material
adverse change in the business and financial conditions of
COGNICASE and the entering into by certain key executives of AVI
Software into non-competition agreements.
The agreement provides for a $250,000 break fee in the event that
the board of directors of AVI Software withdraws or changes its
endorsement of the transaction.
Jacques Castonguay, President of AVI Software Inc. stated, "We had
identified the need for aligning ourselves with a large company in
order to better consolidate our market development and offer a
wider range of integrated products to our accounting clients. We
are satisfied that joining the COGNICASE team will achieve this
objective."
The transaction represents a true synergy of effort, in that the
product offering of the two companies is highly complementary.
COGNICASE Chairman of the Board, President and CEO Ronald
Brisebois noted, "This transaction is important because it
provides us with increased cross-selling opportunities for our
employee relationship management products. Small and medium size
businesses will now be able to benefit from our payroll, time and
attendance, customer relationship management and soon accounting
solutions. Our 20,000 payroll clients had long been asking us for
an integrated accounting solution and we will now be in a position
to meet this need."
About COGNICASE
COGNICASE (TSE: "COG", Nasdaq: "COGI") is an IT products and
services provider specializing in advanced transaction processing
and Internet-based applications. Relying on its results-driven
approach, its software and technology and its Application Services
Technology Centre, COGNICASE offers secure and scalable solutions
that contribute to its customers' economic success in the age of
the new economy. The Company is active in Canada, the United
States, and Europe.
About AVI Software
AVANTAGE SOFTWARE (AVI Software Inc.) develops and distributes for
single or multiple users multi-company financial management
software designed principally for small and medium business. Our
products allow real time integration with e-commerce. AVANTAGE
PROGRESSION, AVANTAGE EXPANSION, AVANTAGE IMPLICATION, AVANTAGE
INTEGRATION and AVANTAGE COMPILATION are the main software
applications developed and distributed by our company. The
quality of its products and technical support has meant that, to
date, AVANTAGE has distributed over 20,000 licences. AVI Software
is an accounting software developer offering companies a
comprehensive, cogent view of financial data and friendly, helpful
advice tailored to their specific needs. |
