The Descartes Systems Group Inc.
TSX : DSG
NASDAQ : DSGX

The Descartes Systems Group Inc.

September 29, 2009 09:27 ET

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

WATERLOO, ONTARIO--(Marketwire - Sept. 29, 2009) -

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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