Toronto, Canada, April 04, 2007 --(PR.com
)-- Workbrain Corporation (“Workbrain” or the “Company”) (TSX:WB) today announced that it has reached a definitive agreement with Infor Global Solutions European Finance, S.A.R.L. (“Infor”) under which Infor will acquire all of Workbrain’s outstanding common shares at a price of CDN$12.50 per share in cash pursuant to a statutory plan of arrangement. The transaction values Workbrain, on a fully diluted basis, at approximately $227 million dollars.
This all-cash transaction for 100% of the Company’s common shares represents a 25.6% premium over Workbrain’s volume weighted average share price on the Toronto Stock Exchange on Friday, March 30, 2007, and a 40% premium over the volume weighted average price for the most recent 30 trading days on the Toronto Stock Exchange.
The transaction has been unanimously approved by Workbrain’s Board of Directors, which recommends that shareholders vote in favour of the transaction.
“In just over seven years, Workbrain has built the leading workforce management software company based on innovation and attention to the customer. Joining Infor will accelerate our current momentum by providing us access to Infor’s 70,000 customers and extensive global distribution network. We believe that all of our stakeholders will benefit from this combination,” said David Ossip, CEO of Workbrain.
Infor is the world’s largest private software company and third largest enterprise software provider. It provides applications that run virtually every aspect of a business, from enterprise resource planning to the supply chain, customer relationship management and financial systems. Infor focuses on business-specific solutions, which require less customization, provide more functionality and result in lower cost of ownership.
“Infor’s successful business model combines the built-in business experience of focused software providers like Workbrain with the scale, stability and breadth of solutions of one of the largest software providers,” said Jim Schaper, Chairman and CEO of Infor. "We will continue to invest and build upon Workbrain’s solutions. Workbrain expands our current human capital management offering with unmatched domain expertise in the areas of time and attendance, scheduling, absence management and workforce planning.”
Mr. Roger Martin, the Chairman of the Board of Directors of Workbrain stated: “We are extremely proud of the business that our management team has been able to build, and the results that are being delivered through this transaction to our shareholders. This announcement follows a comprehensive process which has been supervised by our Board with the assistance of our financial advisors.”
Workbrain’s Board of Directors was advised by Merrill Lynch and Genuity Capital Markets, each of whom provided Workbrain’s Board of Directors with an opinion that the consideration to be received by securityholders under the transaction is fair from a financial point of view. Stikeman Elliott LLP provided legal advice to Workbrain.
Workbrain’s CEO, David Ossip, and Alon Ossip, a Director of Workbrain, have agreed to vote the 3,994,200 common shares that they control in Workbrain, which represents approximately 22% of Workbrain’s issued and outstanding common shares, in favour of the transaction.
The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to customary closing conditions, including regulatory and securityholder approval. The transaction is expected to close in June of 2007.
A proxy circular will be prepared and mailed to shareholders by early May providing shareholders with important information about the transaction. The definitive agreement and, once mailed, the proxy circular will be available at www.sedar.com and www.workbrain.com.
Investors, media and analysts are invited to participate in their conference call, to be held as follows:
Date: Monday, April 2, 2007
Time: 2:30 PM EST
Dial-in: (416) 849-2698 or Toll Free at (866) 400-2270
Please dial-in approximately ten minutes prior to the start time. Replay information is available upon request from Workbrain’s media relations contacts.
Workbrain provides the most widely deployed web-based workforce management solution for large enterprises. The company is the only provider of Total Workforce Management that helps organizations plan, deploy, and manage their workforce to reduce costs, increase sales, and boost employee satisfaction. Clients such as British Airways, General Mills, Target Corporation, and Lifespan choose Workbrain's industry-focused workforce management solutions to integrate workforce planning, labor forecasting, workforce scheduling, time and attendance, and workforce analytics on a single platform. For more information, please visit www.workbrain.com.
Infor delivers business-specific software to enterprising organizations. With experience built in, Infor's solutions enable businesses of all sizes to be more enterprising and adapt to the rapid changes of a global marketplace. With more than 70,000 customers, Infor is changing what businesses expect from an enterprise software provider. For additional information, visit www.infor.com.
This news release contains forward-looking statements which are not historical facts, but are based on certain assumptions and reflect Workbrain's current expectations. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Workbrain disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
Workbrain is a trademark of Workbrain, Inc. All other product or company names mentioned are the property of their respective owners.