Fortified Financial Position, Deep Global Presence and Expanded Development Initiatives Provide Increased Benefits for Customers and Strong Opportunities for Employees
Golden Gate Capital, a private equity firm focused on investing in high-growth businesses in change intensive industries, and Geac Computer Corporation Limited acquisition of Geac. Golden Gate Capital, through TriCage Merge Corp., acquired Geac in an all-cash transaction valued at US$11.10 per share, or approximately US$1.0 billion, pursuant to a plan of arrangement. In connection with the transaction, Geacs common shares will be delisted from The Toronto Stock Exchange and NASDAQ.
As part of the acquisition, Geac has been reorganized into two separate Golden Gate Capital portfolio companies. Infor, an existing Golden Gate Capital funded company, acquired Geacs ERP software products including System21, RunTime, Ratioplan, StreamLine, and Management Data and the employees who support them moved to Infor. As the largest provider of enterprise software 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 2,800 employees in 50 offices around the world and supports approximately 19,500 customers in more than 70 countries.
Geacs core financial and corporate performance management applications provide the framework of a newly formed Golden Gate Capital funded company, named Extensity that targets the integrated financial applications software market, including the high-growth Business Intelligence (BI) and Corporate Performance Management segments. Extensity will consist of two newly formed business units including Financial Applications and Industry Specific Applications (ISA).
The Financial Applications unit includes the products and the employees who worked within Geacs Enterprise Server, SmartStream, Anael, Extensity and Comshare product groups. The second business unit is comprised of the Industry Specific Applications (ISA) of Commercial SD, Libraries, Local Government, Public Safety and Restaurants. Each ISA business will remain independent from the others in a structure similar to what existed within Geac prior to the implementation of the plan of arrangement. Geacs finance and accounting, IT, legal and HR teams will provide the global general and administrative infrastructure for Extensity. Ken Walters, President of Infor has been named the CEO of Extensity. He has been with Infor through several acquisitions and will now leverage his success there to guide Extensity.
The transaction was financed through a combination of equity from Golden Gate Capital, cash on Geacs balance sheet and firmly committed debt financing. J.P. Morgan Securities (JPMorgan) and Credit Suisse Securities (USA) LLC acted as Joint Bookrunners and Co-lead Arrangers for Infors First-Lien and Second-Lien Credit Facilities. Wells Fargo Foothill, Inc. (WFF) and G.E. Commercial Finance (GECC) acted as Co-Documentation Agents for Infors First-Lien Credit Facilities. JPMorgan and Merrill Lynch Co. acted as Joint Bookrunners and Co-lead Arrangers for Extensitys First-Lien and Second-Lien Credit Facilities. WFF and GECC acted as Co-Documentation Agents for Extensitys First-Lien Credit Facilities. D.B. Zwirn Finance LLC acted as Administrative Agent for Extensitys Second Lien Credit Facility. 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.
Computershare Investor Services Inc., which acted as the depositary for the acquisition will send the US$11.10 per share to Geac shareholders who have completed and returned the necessary documentation. Additional copies of the documentation necessary for Geac shareholders to receive payment for their shares can be obtained by contacting Computershare.