Golden Gate Capital, a private equity firm focused on investing in high-growth businesses in change intensive industries, and Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC) today announced that they have reached a definitive agreement for Golden Gate Capital to acquire Geac in an all-cash transaction valued at US$11.10 per share (which, based on Fridays Bank of Canada exchange rate, was CDN$13.11), or approximately US$1.0 billion, pursuant to a plan of arrangement.
The agreement has received unanimous approval from Geac's Independent Committee and Board of Directors. The Independent Committee was advised by Bear, Stearns & Co. Inc. The Independent Committee also received a fairness opinion from CIBC World Markets. The parties anticipate closing the transaction in the first calendar quarter of 2006. The closing is subject to certain customary closing conditions, including receipt of required regulatory approvals and Geac shareholder and court approval of the plan of arrangement.
Commenting on the transaction, Charles S. Jones, President and CEO of Geac said, Todays announcement provides outstanding opportunity for all of our key stakeholders. For shareholders, we have achieved an offered price of US$11.10, a per share value which represents a 27.0% premium over Fridays trading price and a 38.7% premium to enterprise value. For our customers and employees, this proposed transaction and the resources available through it provide a long-term future for our business. Geac has capitalized on its industry-specific focus and expertise in the Manufacturing, Government, Financial Services, Healthcare and Retail sectors. Our vertical market success should be enhanced by the current initiatives and momentum within the Golden Gate portfolio.
With todays transaction price, Geacs share price, in US dollar terms, has increased by nearly 276.0%, since Mr. Jones became Chairman of the company five years ago, compared to the NASDAQ Index Composite decrease of 38.6% and the TSX Index increase of 6.8%, during the same period. At the annual meeting, we noted the most important trend in our industry is consolidation. This economic paradigm cannot be ignored. The unique combination of our business with several of Golden Gates software investments provides the extraordinary opportunity to deliver the greatest value to each and every stakeholder group. Importantly, success in the software industry today derives from the strength of size and scale the scale to invest in new products, in marketing and in a global sales force, Mr. Jones continued.
The technology businesses we acquire are carefully selected based on their growth potential and ability to deliver vertically specific enterprise software offerings and deep market expertise to their customers. Golden Gate Capital views Geac as a natural addition to this successful strategy, said David Dominik, Managing Director of Golden Gate Capital, which has more than $2.5 billion under management. Golden Gate Capital looks at acquisitions with a different perspective than most private equity firms. We seek to integrate companies that can grow significantly faster together than they could on their own. This strategy has been implemented successfully by Concerto/Aspect Software, AttachmateWRQ, Inovis and Infor. We will aggressively support the Geac business units with our assembler acquisition strategy. Upon completion of the acquisition, Geac will be reorganized into two separate Golden Gate Capital portfolio companies.
As part of the reorganization, Infor, an existing Golden Gate Capital funded company, will acquire Geacs ERP software products including System21, Runtime, RatioPlan, Streamline, and Management Data and the employees who support them will move to Infor. As the largest provider of enterprise software exclusively focused on the manufacturing and distribution industries, Infor delivers integrated solutions that address the essential challenges its customers face in areas such as supply chain planning, relationship management, demand management, ERP, warehouse management, marketing-driven distribution, and business intelligence. Infor has more than 2,300 employees in 47 offices around the world and supports approximately 18,000 customers in more than 70 countries.
Mr. Dominik continued, Infor understands the critical role software solutions play in customers businesses and is committed to protecting and enhancing our customers investments. By bringing together the resources, talent and expertise of Geac and Infor, customers will benefit from the combined entitys superior solutions and service. Infors customers will have access to additional domain expertise, while Geacs customers will benefit from increased product diversity, additional product investments and improved global reach. In addition to the immediate product and service portfolio enhancements, customers will benefit from Infors strong financial backing and deep focus on developing enterprise solutions for manufacturers and distributors.
Geacs financial applications and the Industry Specific Applications (ISA) will become the two business groups under a newly formed Golden Gate Capital funded company, which will be named prior to the transaction closing and is referred to below as NEWCO. In addition, Geacs general and administrative staff, including the finance and accounting, legal, IT and human resources teams will provide the global general and administrative infrastructure for NEWCO. The newly formed Financial Applications business unit under NEWCO will include the products and the employees who currently work within Geacs Enterprise Server, SmartStream, Anael, Extensity and Comshare products. This business unit will target the integrated financial applications software market, and the combination of these solutions will become the foundation of a complete offering of integrated financial applications. Geacs ISA businesses CSD, Libraries, Local Government, Public Safety and Restaurants will form the second business unit under NEWCO and will continue to target their current industries. Each ISA business will remain independent from the others in a structure similar to what exists within Geac today. The CEO of the new company will be named prior to closing the transaction.
Jones also noted that one of Geac's largest shareholders, Crescendo Partners, has expressed its full support for this transaction and has agreed to vote in favor of the plan of arrangement. Eric Rosenfeld, President and CEO of Crescendo Partners, is a member of Geacs Board of Directors.
The transaction will be financed through a combination of equity from Golden Gate Capital, cash on Geacs balance sheet and firmly committed debt financing. JPMorgan acted as lead arranger and bookrunner for Infor's Senior Facilities, and JPMorgan and Merrill Lynch acted as co-lead arrangers and joint bookrunners for NEWCO's Senior Facilities. Wells Fargo Foothill acted as documentation agent for Infor's first and second lien financing and NEWCO's First Lien Financing. D.B. Zwirn Finance led NEWCO's Second Lien Financing, acting as sole syndication agent and administrative agent. Bear, Stearns & Co. Inc. acted as financial advisor and Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom acted as legal advisors to Geac. JPMorgan acted as exclusive financial advisor and Kirkland & Ellis LLP and Borden Ladner Gervais LLP acted as legal advisors to Golden Gate Capital.