Fortsum Business Solutions Inc.
TSX VENTURE : FRT

Fortsum Business Solutions Inc.
Centre Financier de la Cite Inc.

May 07, 2008 15:56 ET

Fortsum's Shareholders' Rights Plan Prejudices Shareholders

Attention Business Editors:

QUEBEC, QUEBEC--(Marketwire - May 7, 2008) - Louis Lessard and GMSL Financial S.A. (the "Concerned Shareholders") condemned today the adoption by the board of directors of Fortsum Business Solutions Inc. ("Fortsum") (TSX VENTURE:FRT) of a shareholders' rights plan (the "Plan"). Messrs. Louis Lessard and Jean St-Hilaire are the only directors of Fortsum to have opposed this measure. The Concerned Shareholders believe that the Plan is contrary to the interests of Fortsum's shareholders, as it makes a take-over bid followed by a bidding war, which would maximize shareholder value, impossible in practice.

Mr. Lessard believes that the Plan's impact is to deny Fortsum's shareholders the right to take concrete action to create a liquidity event. Management and the incumbent board of directors are damaging the potential for a bidding war. They are also distancing the possibility of a liquidity event by requiring that a take-over bid remain open for at least 60 days, instead of the 35-day minimum provided for under the Securities Act (Quebec), which will make any potential offeror's financing more complex and expensive.

This measure follows the announcement, on April 30, 2008, by the Concerned Shareholders of their intention to solicit proxies from other Fortsum shareholders to replace the incumbent directors at the annual and special meeting of shareholders to be held on May 26, 2008.

The Concerned Shareholders are of the opinion that the Plan's adoption and the management campaign against the Concerned Shareholders' nominees will have a negative effect on Fortsum's results and on its shareholder value, given the fees and expenses incurred. These actions show that the Concerned Shareholders' nominees are the only ones whose real aim is to create value for all shareholders.

The Concerned Shareholders are pleased to note that after all these years, management finally agrees with them and has recommended to the new board a review of its strategic options, as the Concerned Shareholders themselves suggested in their press release of April 30, 2008 and in their dissident proxy circular. In order to maximize shareholder value, the Concerned Shareholders have proposed retaining the services of GMP Securities L.P. and to pursue a public valuation process or auction in order to avoid benefiting the private interests of the few. This is why Mr. Lessard and Mr. St-Hilaire opposed the March 26, 2008 transaction mentioned by Mr. Andre Thompson in Fortsum's press release of May 6, 2008, which raised certain governance and conflict of interest questions with respect to Fortsum's board of directors. This proposed transaction was among the factors that drove the Concerned Shareholders to propose a new slate of candidates for Fortsum's board of directors, candidates whose sole interest is to maximize shareholder value. In particular, the Concerned Shareholders believe that a board made up of directors who collectively hold more than 21.45% of Fortsum's outstanding shares would be most likely to obtain the best return for Fortsum's shares, to the benefit of all of Fortsum's shareholders. The Concerned Shareholders are convinced that only a market free of any hindrance - which the Plan adopted by the incumbent board precludes - can give Fortsum's shares an increase in value.

Additional information can be found in the Concerned Shareholders' dissident proxy circular, which will be available on SEDAR at www.sedar.com.

Forward-Looking Statements

Unless otherwise noted, the information concerning the Corporation in this press release has been taken from or is based upon publicly available documents or records on file with Canadian securities regulatory authorities and other public sources. Although the Concerned Shareholders do not have knowledge that would indicate that any such information is untrue or incomplete, the Concerned Shareholders do not assume any responsibility for its accuracy or completeness, or for any failure by the Corporation to disclose publicly events or facts that have occurred or that may affect the significance or accuracy of any such information.

Certain statements contained in this press release constitute forward-looking statements. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Concerned Shareholders, the Corporation, its management or its future management, often identify forward-looking statements.

Such statements reflect the Concerned Shareholders' current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Corporation's actual results, performance or achievements that may be expressed or implied by those forward-looking statements to vary from those described in this press release should one or more of these risks or uncertainties materialize. Such factors include, but are not limited to, economic, business, technological and competitive factors.

Contact Information

  • Louis Lessard
    President of Centre Financier de la Cité Inc.
    418-650-4171
    418-650-4922 (FAX)
    llessard@cfcite.ca