Gemcom Software International Inc.
TSX : GCM

Gemcom Software International Inc.

June 08, 2008 17:38 ET

Gemcom Software Announces Increase in Acquisition Purchase Price

Shareholders to Receive Increased Price of C$3.05 in Cash per Share; Transaction Valued at Approximately $190 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 8, 2008) - Gemcom Software International Inc. (TSX:GCM), the largest global supplier of specialised mining productivity solutions, (the "Company" or "Gemcom") announced today that an acquisition vehicle controlled by JMI Equity and The Carlyle Group (the "Purchaser") has agreed with Gemcom to amend the arrangement agreement the parties entered into on May 7, 2008 to increase the amount to be paid to shareholders to Cdn$3.05 per share from Cdn$2.90 per share. The total value of the transaction is now valued at approximately Cdn$190 million.

The purchase price increase was accomplished in connection with an agreement reached between the Purchaser and Pala Investment Holdings Limited ("Pala"), the Company's largest shareholder. Pala has agreed to become a shareholder in the Purchaser, if Pala's review of Gemcom diligence materials is satisfactory to Pala. Pala must decide whether to invest in the Purchaser by June 16, 2008. Pala currently holds 10,407,100 shares, representing 19.05% of all issued and outstanding shares. Pala has also agreed that as long as the arrangement agreement has not been terminated and the per share price to be paid to Gemcom's shareholders is at least Cdn$3.05, Pala will vote all its shares in favour of the proposed transaction. The increased purchase price and the Pala voting agreement will remain in effect regardless of whether Pala invests in the Purchaser.

Burke Corbet, chairman of the Board of Directors, said, "We are pleased to be able to announce this amended transaction which improves the result for our security holders. Gemcom's Mergers & Acquisition Committee and Board of Directors unanimously recommend that security holders vote FOR this enhanced transaction at the upcoming special meeting. We are very pleased with the increased purchase price."

In connection with the amended arrangement agreement, the Mergers & Acquisition Committee and the Board of Directors received a fairness opinion from the Catalyst Group LLC that the increased consideration to be received by security holders in connection with the amended transaction is fair, from a financial point of view, to such holders.

"Given Pala's focus on the mining sector, Gemcom's industry leading position in mining productivity solutions and experienced management team make it an excellent partner for us," stated Jan Castro, managing director of Pala Investments AG. "We are excited to join JMI and Carlyle to work with Gemcom's management team to implement a long-term growth strategy designed to meet the significantly increasing demands of the global mining industry for innovative technological solutions. Our involvement in other mining services companies will enable us to help position Gemcom for even greater success in this rapidly changing environment."

The Gemcom special meeting of security holders to consider the proposed transaction will be held by July 22, 2008. The transaction will require the approval of 66 2/3% of the votes cast at the meeting in person or by proxy, and the approval of more than 50% of the votes cast by shareholders other than certain interested parties (including Pala) who vote at the meeting in person or by proxy. The record date for shareholders entitled to vote at the meeting remains May 30, 2008. Shareholders will be receiving a management information circular outlining the next steps and the voting process. Gemcom security holders are encouraged to read the circular in its entirety as it will provide, among other things, a detailed discussion of the process that led to the proposed transaction and the reasons behind Gemcom's Board of Directors unanimous recommendation that shareholders vote FOR the transaction. Pending the receipt of court and security holder approval, the transaction is expected to be completed in late July. A copy of the amendment to the arrangement agreement and a copy of Pala's voting agreement will be filed on SEDAR at www.sedar.com.

Lang Michener LLP is acting as legal advisor to the Mergers & Acquisition Committee of Gemcom's Board of Directors and Fasken Martineau DuMoulin LLP is acting as legal counsel to Gemcom. Goodwin Procter LLP and Stikeman Elliott LLP are acting as legal advisors to JMI Equity, while Latham and Watkins LLP is acting as legal advisor to The Carlyle Group. Goodmans LLP is acting as legal advisor to Pala Investments Holdings Limited.

About JMI Equity

JMI Equity, based in Baltimore and San Diego, is a private equity firm exclusively focused on investments in growing software and business services companies at all stages of their lifecycles. Founded in 1992, JMI has invested in more than 90 companies throughout North America and has approximately $1.3 billion of committed capital under management. JMI provides the first institutional capital to self-funded companies, partners with management teams to acquire or recapitalize market leading companies and selectively makes investments in early-stage companies. Representative investments include Blackbaud, DoubleClick, Kronos and Unica. For more information on JMI, visit www.jmiequity.com.

About The Carlyle Group

The Carlyle Group is a global private equity firm with $81.1 billion under management committed to 60 funds. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $43.0 billion of equity in 774 transactions for a total purchase price of $229.3 billion. The Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. www.carlyle.com.

About Pala Investments Holdings Limited

Pala Investments Holdings Limited is a US$1.2 billion multi-strategy alternative investment company with a focus on mining and natural resource companies in both developed and emerging markets. Pala, which is based in Jersey, Channel Islands, seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions. It is advised on an exclusive basis by Pala Investments AG, based in Switzerland.

About Gemcom

When mining companies seek to increase mine productivity, they turn to Gemcom for technology and services. The Company is home to world-renowned mining solutions like GEMS, Surpac, Minex, Whittle, and InSite and to industry thought-leaders who are pushing the boundaries of what's possible in mining. Established in 1985, Gemcom has a global reach delivering comprehensive solutions in all major mining centres in more than 90 countries. Every major mining company, including BHP Billiton, Codelco, De Beers, Newmont and Vale, is a Gemcom client. Through a combination of organic growth and strategic acquisitions, the Company has become the largest global supplier of specialised mining productivity solutions. Gemcom is listed on the TSX under the ticker "GCM". For more information, visit www.gemcomsoftware.com.

This press release contains forward-looking statements concerning the future performance of Gemcom's business, its operations, and its financial performance and condition. These forward-looking statements are based on management's current expectations and judgment. The Company cautions readers that all forward-looking information is inherently uncertain and actual results may differ materially from the assumptions, estimates, or expectations reflected or contained in the forward-looking information, and that actual future performance will be affected by a number of factors, including but not limited to economic conditions, technological change, and changes in competitive factors, many of which are beyond the Company's control. Risks and uncertainties that could affect Gemcom's business are discussed more extensively in the MD&A section of the Company's most recent annual report and annual information form, which are available on the Company's website or on SEDAR at www.sedar.com. Future events and results may vary significantly from what management currently foresees. These forward-looking statements are made as of the date of this release and management assumes no obligation to update or revise these statements to reflect new events or circumstances.

Gemcom, the Gemcom logo and combinations thereof, are trademarks of Gemcom Software International Inc. GEMS, Surpac, Minex, Whittle, MineSched, PCBC and Gemcom InSite are either registered trademarks or trademarks of Gemcom Software International Inc.

Contact Information

  • Gemcom Investor Communications
    Garth Albright
    Chief Financial Officer
    (604) 684-6550
    Email: galbright@gemcomsoftware.com
    or
    Gemcom Corporate Communications
    Mark Bese
    Marketing Communications Manager
    (604) 684-6550 ext. 4481
    Email: mbese@gemcomsoftware.com
    Website: www.gemcomsoftware.com
    or
    JMI Equity Communication
    Chuck Dohrenwend
    Senior Vice President
    The Abernathy MacGregor Group
    (212) 371-5999
    Email: cod@abmac.com
    or
    The Carlyle Group Communications
    Ellen Gonda
    Director of Communications for the Americas
    (212) 813-4821
    Email: ellen.gonda@carlyle.com
    or
    Pala Investments Holdings Limited
    Gregory Radke
    Senior Vice President, Pala Investments AG
    +41 41 5690 90 70
    Email: gradke@pala.com