Maximizer Software Inc.
TSX : MAX

Maximizer Software Inc.

October 16, 2009 08:00 ET

Maximizer Software Enters Into Definitive Agreement for Going Private Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 16, 2009) - Maximizer Software Inc. ("Maximizer" or the "Company") (TSX:MAX) announced that it has entered into an agreement with MSI Acquisition Corp., a company indirectly owned by the family of Terence Hui, a director and chair of the Board of the Company. The agreement sets out the terms under which MSI Acquisition and the Company will proceed with the previously announced "going private transaction" for the shares of the Company at the previously announced price of $0.12 per share.

When the "going private transaction" was first announced, the Board of Directors of the Company established a Special Committee of independent directors to consider and respond to any such transaction that might be proposed. The Special Committee retained Ernst & Young LLP as its independent financial adviser. On September 30, 2009, the Board received a proposal from Mr. Hui to take the Company private at $0.12 per share in cash. Ernst & Young LLP has advised the Special Committee that in its opinion, a purchase price of $0.12 per share is fair, from a financial point of view, to the shareholders of the Company other than the members of the Hui family. On the basis of the opinion of Ernst & Young and the other factors they considered important, the Special Committee and the Board (with Mr. Hui abstaining from the vote) unanimously approved the execution of the arrangement agreement and a recommendation that shareholders vote in favour the transaction a meeting of shareholders of Maximizer to be called to approve the transaction.

The going-private transaction will be effected by way of a plan of arrangement between the Company, the Company's shareholders and MSI Acquisition. For the arrangement transaction to proceed, it must be approved by at least two-thirds of the votes cast by shareholders and optionholders at a shareholders' meeting to be called to consider the proposed transaction, and by a simple majority of the votes cast by the shareholders of the Company, other than the votes cast by members of the Hui family and their affiliates and associates. In addition, the arrangement must also be approved by the Court. It is anticipated that the shareholders' meeting will be held in early December 2009. Full details of the going-private transaction will be contained in management information circular that is expected to be mailed to the Company's shareholders in the second week of November 2009.

About Maximizer Software

Maximizer Software is a leading provider of simple, accessible, customer relationship management (CRM) and mobile CRM solutions, providing the best value for small and medium-sized businesses and divisions of large enterprises. As a pioneer in the CRM industry for more than 20 years, Maximizer offers sales, marketing, and customer service staff and managers access to customer information through mobile devices, online or the desktop. Maximizer's solutions enable organizations to accelerate business growth by centralizing information and streamlining processes, while exceeding client expectations. Maximizer Software has sold over one million licenses to more than 120,000 customers, ranging in size from entrepreneurs to multi-national organizations, including: Cathay Pacific, Fisher & Paykel Healthcare, HSBC, Ipsos Canada, Oxford University, Siemens, Societe Generale and TD Securities. Maximizer Software is a global business with offices and over 400 business partners throughout the Americas, Europe/Middle East/Africa and Asia Pacific.

This release may contain certain forward-looking statements reflecting Maximizer Software Inc.'s current expectations. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including without limitation, changes in market and competition, technological and competitive developments, and potential downturns in economic conditions generally. Additional information on these and other potential factors that could affect the Company's financial results are detailed in documents filed from time to time with the provincial securities commissions in Canada. All trademarks or registered trademarks stated herein are properties of their respective owners.

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