Infor acquires Workbrain for $12.50 in cash per share
Workbrain Corporation has reached an agreement with Infor Global Solutions European Finance, S.A.R.L. under which Infor will acquire all of Workbrain's outstanding common shares at a price of CDN$12.50 per share in cash pursuant to a statutory plan of arrangement.
The transaction values Workbrain, on a fully diluted basis, at approximately $227m dollars.
This all-cash transaction for 100% of the Company's common shares represents a 25.6% premium over Workbrain's volume weighted average share price on the Toronto Stock Exchange on Friday, March 30, 2007, and a 40% premium over the volume weighted average price for the most recent 30 trading days on the Toronto Stock Exchange.
The transaction was unanimously approved by Workbrain's Board of Directors, which recommends that shareholders vote in favour of the transaction.
According to Workbrain, in over seven years, Workbrain has built the workforce management software company based on innovation and attention to the customer.
Joining Infor will accelerate its current momentum by providing them access to Infor's 70,000 customers and extensive global distribution network. They believe that all of its stakeholders will benefit from this combination.
Infor is a private software company and a enterprise software provider. It provides applications that run every aspect of a business, from enterprise resource planning to the supply chain, customer relationship management and financial systems.
Infor focuses on business-specific solutions, which require less customization, provide functionality and result in low cost of ownership.
Infor's successful business model combines the built-in business experience of focused software providers like Workbrain with the scale, stability and breadth of solutions.
According to Infor, they will continue to invest and build upon Workbrain's solutions. Workbrain expands its current human capital management offering with unmatched domain expertise in the areas of time and attendance, scheduling, absence management and workforce planning.
According to Workbrain, they are proud of the business that its management team has been able to build, and the results that are being delivered through this transaction to its shareholders.
This announcement follows a comprehensive process which has been supervised by its Board with the assistance of our financial advisors.
Workbrain's Board of Directors was advised by Merrill Lynch and Genuity Capital Markets, each of whom provided Workbrain's Board of Directors with an opinion that the consideration to be received by securityholders under the transaction is fair from a financial point of view.
Stikeman Elliott LLP provided legal advice to Workbrain.
Workbrain's CEO, David Ossip, and Alon Ossip, a Director of Workbrain, have agreed to vote the 3,994,200 common shares that they control in Workbrain, which represents approximately 22% of Workbrain's issued and outstanding common shares, in favour of the transaction.
The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to customary closing conditions, including regulatory and securityholder approval. The transaction is expected to close in June of 2007.
A proxy circular will be prepared and mailed to shareholders by early May providing shareholders with important information about the transaction. The definitive agreement and, once mailed, the proxy circular will be available at Workbrain company website.
14-May-2007