Brainhunter Inc.

Brainhunter Inc.

November 17, 2005 10:06 ET

Brainhunter Closes Acquisition of iGate Mastech's Canadian Staffing Business

TORONTO, ONTARIO--(CCNMatthews - Nov. 17, 2005) - Brainhunter Inc. (TSX:BH) -


Two Recent Acquisitions Create One of the Largest IT Recruiting and Staffing Services and Solutions Companies in Canada

Brainhunter Inc. ("Brainhunter") (TSX:BH) is pleased to announce that it has closed the acquisition of iGate Mastech Ltd., the Canadian staffing division of iGate Corporation, a global IT Solutions and Consulting company headquartered in Pittsburgh, USA. The transaction price was an undisclosed amount of cash and a two year Vendor Take Back.

The acquisition of iGate Mastech Ltd. increases Brainhunter's total revenue to approximately $160 million. Brainhunter's Toronto based business is approximately $70 million, comparable with Brainhunter's Ottawa based business. Additionally, Brainhunter's delivery capability is extended across Canada with domestic capability expanded to the Maritimes, Montreal, Calgary, Edmonton and Vancouver.

iGate Mastech Ltd. brings over twenty years of impeccable relationships with both consultants and customers. Like the AJJA transaction in Ottawa, closed October 11, 2005, the personnel fit is highly complementary resulting in a strong sales and recruiting organization. The outstanding sales, management and recruiting team combined with Brainhunter's existing team, technology and infrastructure creates one of the largest IT Recruiting and Staffing Services and Solutions organizations in Canada.

The combination of Brainhunter, AJJA and iGate Mastech Ltd. has created delivery capability across Canada, and resulted in Brainhunter having 29 major accounts each with sales in excess of $1.0 million, including a number of accounts between $5.0 million and $25.0 million. The iGate Mastech Ltd. transaction also increases Brainhunter's delivery capability in the United States and globally. A strategic Co-marketing agreement has been signed with iGate Inc., the U.S. parent of iGate Mastech Ltd., which allows both iGate Inc. and Brainhunter to better service their clients on a North American basis, as well as globally. iGate Inc. has multiple offices strategically located in the United States.

The recent acquisitions of AJJA and iGate Mastech Ltd., together with the Co-marketing agreement with iGate Inc., positions Brainhunter very well in its strategy to provide its customers with global delivery capability for their recruiting and staffing requirements. Brainhunter's BPO operations in Hyderabad, India and activities in Dalian, China further complement this delivery capability and strengthen Brainhunter's positioning in servicing its North American clients.

States John McKimm, Chairman & CEO of Brainhunter, "In four years Brainhunter has grown, very profitably, from approximately one million in sales to the $160 million range. During this timeframe, Brainhunter has created one of the best Recruiting and Staffing Technology Platforms in North America using ISO9001 - 2000 certified processes. Brainhunter is now among the largest technology driven professional services staffing companies in Canada, with top secret capabilities in Ottawa, over $200 million of backlog, standing offers and pipeline, operating over 100 specialized Job Boards, with one of the largest specialized Job Board infrastructures in North America and over 80 North American customers using various components of its technology platform. In addition, Brainhunter offers specialty IT services in Business Intelligence, CRM (Oracle, SAP, Siebel, PeopleSoft), Infrastructure Services, UNIX, J2EE/Java, Microsoft .net, Migration Services (data applications and infrastructure), and engineering services, with an active database of over 1.2 million job seekers including IT Consultants and Professional Engineers. This is one of the largest Professional Services databases in Canada, and among the largest in North America. Brainhunter has assembled a highly experienced and proven management team and has created the base to enjoy continued rapid growth consistent with the past two years, both through acquisition and organic growth initiatives."

The AJJA and iGate Mastech Ltd. acquisitions were funded with a financing package (the "Financing") of $32.0 million. The Financing included Senior Operating Credit facilities of $20.0 million, a Term Debt facility of $5.0 million and a Convertible Notes facility of approximately $7.0 million. Management and insiders acquired approximately $2.0 million of the Convertible Notes. It is expected that up to an additional $2.0 million Convertible Notes will be closed within the next two weeks. The AJJA and iGate Mastech Ltd. acquisitions doubled Brainhunter's sales, while more than doubling trailing 12 months EBITDA with less than 25% dilution on a fully diluted calculation. Osprey Capital Partners were Brainhunter's exclusive advisors on the debt financing. The investment house of Wellington West assisted in the Convertible financing.

About Brainhunter Inc.

Brainhunter is an ISO 9001:2000 Certified "Technology Driven Professional Services Business". The Company uses its Recruiting and Staffing Technology Platform to provide a competitive advantage in building a Professional Services Practice around the Contract Staffing sector of the economy, a sector that represents over 12% of the GDP in North America and is expected to grow to 20% over the next five years.

Brainhunter specializes in providing end-to-end recruiting and staffing solutions and services in IT, Engineering, Industrial and Health Care professionals, on a full time and contract basis, along with web enabled software solutions handling all aspects of the recruiting and staffing relationship between customer, contractor and agency, including all back office functions and the outsourcing of specialized business processes. Technology and services are provided to customers throughout Canada, the United States and globally under the brand Brainhunter, and drives a multifaceted revenue stream in seven related practice areas including:

1. Contract Staffing (Annuity Revenue) - High Growth / Full Service / Administrative

2. Permanent Staffing (Transaction Fees / Retainers) - Strategic Service / Full Service / Virtual Agency

3. Specialized Job Boards (Posting Fees / Subscriptions) - High Growth / Traditional Job Posting Model (Customers)/ Reverse Job Posting Model (Job Seekers) / Database Access Model (Customers)

4. Technology Sales (Licenses / Services) - Strategic Service / Applicant Tracking / System / Vendor Management System / Back Office Systems

5. Professional Services / Solutions Delivery (Project Revenue) - Strategic Service / Brainhunter Technology Platform Development, Support, Customization / Outsourcing

6. Business Process Outsourcing ("BPO") Centre (Annuity Revenue) - High Growth / 24/7 Recruiting Support / Sales and Customer Support / 24/7 Telemarketing / Joint Venture Outsourcing of Specialized Business Processes / Including Software Development

7. Infrastructure Services (Annuity Revenue) - High Growth / Back Office Administration / Receivables Factoring / Recruiting Support

Brainhunter's Technology Platform and Best practices are believed to deliver the most cost effective, flexible and customizable recruiting and staffing solutions and processes in the marketplace today. The Platform is deployed internally and is sold externally in a modular capacity or as a fully integrated end-to-end solution on an ASP Model to customers in conjunction with Brainhunter's extensive Job Board Technology and Job Seeker Database capability (over 1.2 million resumes). It is supported by the Company's Professional Services division, which employs approximately 50 highly specialized, fully billable technical staff, operating on a highly profitable outsourcing business model.

Brainhunter is a publicly traded company with a senior listing on the Toronto Stock Exchange. Brainhunter, together with iGate Mastech Ltd. deploys over 1,200 Contractors / Consultants with an internal staff of over 200 personnel. The Company has delivery capability in Toronto, Ottawa, Maritimes, Montreal, Calgary, Edmonton, Vancouver, activities in Dalian China and a BPO office in India.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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