ACD Systems International Inc.

ACD Systems International Inc.

November 16, 2006 13:35 ET

ACD Systems International Receives Proposal to Go Private at $0.575 Per Share

VICTORIA, BRITISH COLUMBIA--(CCNMatthews - Nov. 16, 2006) - ACD Systems International Inc. (TSX:ASA), maker of ACDSee® photo management software and Canvas™ technical illustration software, announced today that it has received a proposal from Douglas O. Vandekerkhove, representing himself and two other shareholders holding in the aggregate approximately 52.5% of its issued and outstanding common shares, to acquire the balance of the outstanding common shares of ACD for a price of $0.575 per share, payable in cash. The proposed transaction is to be carried out by a plan of arrangement which will require, among other things, approval of a "majority of the minority" of the holders of the common shares of ACD and by the Supreme Court of British Columbia. Mr. Vandekerkhove is the President, Chief Executive Officer and Chair of the Board of Directors of ACD.

The proposed transaction is a "going private transaction" under applicable securities laws. The Board of Directors of ACD have appointed three of its directors, Ian Mansfield, Inder Duggal and Lee Richardson to an independent committee to consider the proposal, obtain a valuation of the common shares of ACD from an independent valuator, and make a recommendation to shareholders. The independent committee is in the process of selecting its financial advisor to prepare the valuation, and has engaged independent legal counsel.

No agreement has been entered into in respect of the proposed transaction at this time. Completion of the proposed transaction remains subject to a number of conditions, including the completion and signing of a formal arrangement agreement, the obtaining of a valuation of the common shares of ACD from an independent valuator, the approval of the proposed transaction by the holders of 2/3rds of the outstanding shares of ACD, and by the "majority of the minority" of the holders of the common shares of ACD.

ACD will provide further updates regarding the timing of a meeting of shareholders upon signing a formal agreement regarding the proposal.

About ACD Systems

Headquartered in British Columbia since 1993, ACD Systems International Inc. (TSX:ASA) is one of the world's leading developers and marketers of digital imaging software, including the renowned ACDSee image management tool and Canvas, an advanced cross-platform technical illustration and graphics program. ACD has delivered value to a global marketplace through Internet distribution and partnerships with manufacturers and developers. ACD has millions of consumer and business users and over 33,000 corporate customers including many Fortune 500 companies. For further details, please visit us at our corporate web site:

ACD, ACD Systems and ACDSee are trademarks or registered trademarks of ACD Systems Ltd. in Canada, the United States, the European Union, Japan or certain other jurisdictions. Trademarks of ACD Systems Ltd. are used under license by ACD Systems of America, Inc. Canvas is a trademark or registered trademark of ACD Systems of America, Inc. in Canada, the United States, or certain other jurisdictions. Trademarks of ACD Systems of America, Inc. are used under license by ACD Systems Ltd.

Certain statements contained in this press release including words such as "looks forward", "anticipate", "could", "should", "expect", believe", "will" and similar expressions and statements relating to matters that are not historical facts are forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Contact Information

  • ACD Systems International Inc. - Investors
    George Mitchell
    Chief Financial Officer
    (250) 544-6700
    ACD Systems International Inc. - Media
    Mark Franklin
    Executive Vice President
    (250) 544-6700