As outlined in the terms of the Support Agreement, OPE LGI Inc. has agreed to make an offer to purchase all of the issued and outstanding common shares of the Company at a price of $26.00 per share, payable in cash, which represents a premium of 20.4% over the volume-weighted average price of the shares in the last 30 days of trading.
The Bid will remain open for at least 35 days and will be subject to certain conditions, including the receipt of valid acceptances from the holders of at least 66 ⅔% of the issued and outstanding shares of the Company, and from holders of a sufficient number of shares to allow OPE LGI Inc. to undertake a second stage, compulsory acquisition transaction. In connection with the Bid, Claude Roy, President and Chief Executive Officer of the Company, and persons and entities related to Claude Roy (collectively, the "Roy Group"), have entered into an agreement (the "Roy Lock-up") with OPE LGI Inc. pursuant to which the Roy Group has agreed, among other things, to tender to the Bid, all of the shares in the Company owned by the Roy Group (representing approximately 23% of the outstanding shares of the Company or 2,089,753 shares) subject to the Roy Group's right to terminate the agreement in certain circumstances, including the termination of the Support Agreement. The Bid is also subject to the approval of regulatory authorities and other customary conditions for the completion of such transactions. If the Bid is successfully completed, OPE LGI Inc. intends to avail itself of the provisions of applicable legislation in order to proceed with the compulsory acquisition of any remaining shares.
The proposed transaction has received the unanimous approval of the Board (with the abstention of interested directors) following consultation with the Company's financial and legal advisors. The Board concluded that the Bid is fair to public shareholders, is in the interest of the Company and has determined to recommend that the shareholders of the Company tender their shares to the Bid. The decision and recommendation of the Board of the Company are based, in part, on the fairness opinion of GMP Securities L.P., according to which the consideration offered by OPE LGI Inc. is fair, from a financial point of view, to the shareholders of the Company.
"The Offer provides compelling value, certainty and liquidity to our shareholders while strengthening Logibec's future growth prospects," said André Gauthier, the Chairman of the Board of Logibec. "Our Board of Directors believes that this is the best way to maximize value while providing the Company with long-term partners who share our commitment to customers, employees and the markets we serve."
Mr. Roy said: "The time has now come for a new group of owners to sponsor the next stage of the Company's growth. My primary concern was to ensure that my stake in Logibec would go to an organisation that shares ours values. Our vision from the outset has always been to build Logibec into a Quebec based North American leader. The Company has found in OPE and SGF, partners who share this vision."
The Bid circular, together with the directors' circular of the Company confirming the Board's decision and recommendation, is anticipated to be mailed to shareholders by no later than June 18, 2010. Subject to the approval of regulatory authorities and satisfaction of the other customary conditions, the closing of the Bid is expected to take place as soon as possible, but in any event will be open for acceptance for a minimum of 35 days following delivery of the Bid circular.
Pursuant to the Support Agreement, in addition to other customary terms relating to the support of the Bid by the Company, the Company has agreed not to solicit competing acquisition proposals for the Company, while retaining the right to entertain any unsolicited competing acquisition proposal if the Board, in discharging its fiduciary obligations, is of the opinion that such competing acquisition proposal constitutes a superior proposal. If the Company receives a superior acquisition proposal, the Company has the right to terminate the Support Agreement, subject to OPE LGI Inc.'s right to match the superior proposal or to receive a break fee equal to approximately $8.9 million. OPE also has the right to be reimbursed for its out of pocket expenses incurred in connection with the Bid if the Bid is terminated for, among other reasons, an insufficient number of shareholders tendering to the Bid.
As a private company, the Company will continue to be managed by its current management team. However, as of the closing date, Mr. Roy intends to resign from Logibec in order to pursue other projects. OPE LGI Inc. expects to reach an agreement with Marc P. Brunet, the current Chief Financial Officer of the Company and President and Chief Executive Officer of its US subsidiary, MDI Achieve, Inc. pursuant to which he will become President and Chief Executive Officer of the Company as of the closing date of the Bid. In addition, Gilles Laporte has indicated his intention to defer his retirement announced in March 2010 in order to assist in an orderly transition following the closing of the transaction. The Company will continue to focus on developing, marketing, implementing and supporting information systems designed for the health and social services sector, both in Canada and the United States.
Paul Renaud, President and CEO of OPE, said: "Logibec is a Canadian success story with a proven management team. The Company has all the characteristics we consider when making an investment. We look forward to working with management to continue its strategy to further expand its business in both Canada and the United States."
Pierre Shedleur, President and General Manager at SGF, said: "Logibec clearly demonstrated over the years its ability and commercial viability. It is a strong business with superior products and a reputation for client service. With enhanced operational expertise and access to capital, Logibec will be well-positioned for continued growth and future success."
A copy of the Support Agreement, the SGF Lock-up and the Roy Lock-up, the Bid circular, the directors' circular, the fairness opinion and certain related documents will be filed with the Canadian Securities Administrators and may be viewed in due course on SEDAR at www.sedar.com.
GMP Securities L.P. is acting as the Company's principal financial advisor and Ogilvy Renault LLP is acting as the Company's legal advisor. National Bank Financial Inc. is acting as exclusive financial advisor to OPE and Goodmans LLP and Lavery, de Billy LLP are acting as OPE's legal advisors. Fasken, Martineau, Dumoulin LLP is acting as SGF's legal advisor.
Shareholders should consult their own tax and investment advisors with respect to the Offer, details of which will be contained in the Bid circular.
ABOUT LOGIBEC GROUPE INFORMATIQUE LTÉE
Logibec is among the fastest-growing North American companies specializing in information systems for the health and social services sector. In Canada, Logibec services the full spectrum of healthcare facilities, from acute care hospitals to community care centres, including healthcare authorities, with a strong market presence in Québec. Logibec's wholly-owned subsidiary, MDI Achieve, is a leader in the U.S. eldercare market with a customer base of over 7,000 facilities and communities. An experienced team of approximately 430 professionals allows Logibec to distinguish itself in these markets. The Company has its head office in Montreal as well as offices in Quebec City, Edmonton, St. Louis, Minneapolis and Dallas.
ABOUT OMERS PRIVATE EQUITY
OMERS Private Equity manages the private equity activities of OMERS and today has over $4 billion of investments under management. The group's investment strategy includes the active ownership of businesses in North America and Europe. OMERS Private Equity is headquartered in Toronto, Canada, with offices in New York and London. For further information visit: www.omerspe.com.
OMERS is a fully integrated global financial services organization and one of Canada's largest pension funds. A jointly-sponsored, multi-employer defined benefit pension plan that provides retirement benefits to more than 400,000 members, OMERS has more than $47 billion in net investment assets. The OMERS Worldwide brand represents our investment entities, including OMERS Strategic Investments, OMERS Private Equity, OMERS Capital Markets, OMERS Investment Management Inc., Borealis Infrastructure, and Oxford Properties Group. OMERS was recently named 2010 Pension Fund of the Year, Canada by World Finance magazine.
ABOUT SOCIÉTÉ GÉNÉRALE DE FINANCEMENT DU QUÉBEC
Société générale de financement du Québec (sgfqc.com), an industrial and financial holding company, has a mission to carry out economic development projects, particularly in the industrial sector, in cooperation with partners and in compliance with accepted profitability requirements and with the economic development policy of the Québec government. As part of its new mandate, SGF is authorized by the Québec government to go beyond its traditional role as an equity investor by offering complementary solutions, such as loans, debentures or preferred shares.
ABOUT THE FONDS DE SOLIDARITÉ FTQ (“SOLIDARITY FUND QFL”)
The Solidarity Fund QFL helps drive our economy. With net assets of $7.0 billion as at November 30, 2009, the Fund is a development capital company that through its RRSP channels the savings of Quebecers into investments in all sectors of the economy to help create and maintain jobs and to further Québec's economic growth. The Fund is a partner, either directly or through its network members, in 2,000 companies. It currently has nearly 571,000 shareholders and has helped, on its own or with other financial partners, to create, maintain and protect nearly 143,000 jobs. For more information, visit www.fondsftq.com.
OMERS Private Equity Inc.
President and Chief Executive Officer
Vice President, Corporate Communications
Logibec Groupe Informatique Ltée
President and Chief Executive Officer
Marc P. Brunet
Chief Financial Officer
Certain statements contained in this news release may contain projections and "forward-looking statements" within the meaning of that phrase under Canadian securities laws. When used in this new release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions may be used to identify forward-looking statements. Those statements reflect the Company's current views with respect to future events or conditions, including prospective results of operations, financial position, and predictions of future actions, plans or strategies. By their nature, those statements reflect management's current views, beliefs and assumptions and are subject to certain risks and uncertainties, known and unknown, including, without limitation, technology changes, development of new products, proper performance of our software, the reliability of our payroll processing services, the protection and privacy of personal information which we hold, the risks associated with credit, bank financing and the exchange rate of the U.S. currency, market concentration, recruitment and hiring of competent personnel and access to tax credits. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward-looking statements. The Company does not intend and does not assume any obligation to update these forward-looking statements whether as a result of new information, plans, events or otherwise, unless required by law.