/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
CALGARY and VANCOUVER, May 8, 2013 /CNW/ - Sylogist Ltd. (TSXV:SYZ)
("Sylogist") and Epic Data International Ltd (TSXV:EKD) ("Epic Data"),
are pleased to announce that they have entered into an agreement (the
"Arrangement Agreement") pursuant to which Sylogist will acquire 100%
of Epic Data's shares and, thereby, Epic Data's existing proprietary
enterprise application software, all existing customer relationships,
customer contracts, as well as its tax pools. The transaction
("Transaction") will be effected by way of plan of arrangement under
the Business Corporations Act (British Columbia).
Under the Transaction, Sylogist will pay CDN $5 million cash
consideration (net of working capital adjustments) for Epic Data and
will acquire all of the outstanding shares of Epic Data. Epic Data has
formed a new company, Epic Fusion Corp. ("Newco"), which will acquire
Epic Data's business in China and be operated by Epic Data's current
senior management. In connection with the Transaction, Newco will
receive the cash consideration payable by Sylogist, Epic Data's
existing interests in China (including its ownership in Epic Data
Systems (Shanghai) Co. Ltd. and Epic-Hust Technology (Wuhan) Co. Ltd.)
and a perpetual license entitling it to use specific Epic Data software
(known as IntegraMES, for use in manufacturing facility applications)
in the Peoples' Republic of China ("PRC"). Under the terms of the
license, Newco will agree not to compete with Epic Data in its current
business outside the PRC. Newco intends to seek a listing with the TSX
Venture Exchange following completion of the Transaction.
In consideration of these asset transfers and perpetual license, Newco
will assume Epic Data's outstanding loans and debentures and issue
Newco shares to Epic Data. Epic Data will in turn reorganize its
share capital, such that upon completion of the Transaction Epic Data
shareholders will receive Newco shares in the same proportion as their
holdings of Epic Data. Sylogist will acquire all of the outstanding
common shares of Epic Data for nominal cash consideration, which cash
consideration will not be distributed but will immediately be
contributed to the stated capital of Newco.
"Epic Data is a well-recognized competitor to Sylogist in the enterprise
application software field, with its manufacturing execution systems,
data collection platform software, warehouse management application
software and shop floor terminals, such as its recently unveiled
UniView rugged tablet for mobile and shop floor applications. This
acquisition is highly strategic and synergistic, giving us expanding
operations in Canada, the United States and Europe, the addition of
Epic Data's Fortune 500 customer base to our own and a significantly
enhanced technology platform. Properly scaled, we foresee Epic Data,
through its recurring revenue contracts, technology and tax pools,
providing Sylogist with a material increase in financial performance
commencing in the fourth quarter of fiscal 2013." stated Jim Wilson,
Sylogist's President and CEO.
"We believe this strategic transaction with Sylogist presents a
tremendous opportunity to realize value for our operations in North
America and Europe, while allowing the spin-out company, Epic Fusion
Corp., to focus on the exciting market opportunity for manufacturing
technologies in China", commented Robert Nygren, President & CEO of
Epic Data. "Epic Fusion will own a 51% interest in a joint venture set
up with Huazhong University of Science & Technology early last year
that has grown to over 130 staff. With projects also underway through
another partner in China, Epic Fusion will be well-positioned to
realize growth in this emerging market."
The Transaction is anticipated to close on July 1st 2013. Closing of the Transaction is subject to, among other
conditions, the approval of at least 66 2/3% of the shares voted at the Epic Data shareholder meeting, the approval
of the Supreme Court of British Columbia, the receipt of all necessary
regulatory and stock exchange approvals and satisfaction of certain
other closing conditions which are customary in transactions of this
nature.
It is expected that the Epic Data shareholder meeting will be held in
late June, 2013 following the mailing of an information circular to its
shareholders describing the Transaction. The Arrangement Agreement
provides customary non-solicitation provisions and Epic Data has agreed
to pay Sylogist a termination fee in certain circumstances if the
Transaction is not completed.
The directors of Sylogist and Epic Data have unanimously approved the
Transaction. Principal shareholders of Epic Data, collectively
representing in aggregate approximately 52% of the issued and
outstanding shares of Epic Data, have entered into support agreements
with Sylogist in which they have agreed to vote their shares of Epic
Data in favour of the Transaction.
Complete details of the Transaction are described in the Arrangement
Agreement which will be made available on SEDAR.
About Sylogist
Sylogist is a technology innovation company which, through strategic
acquisitions, investments and operations management, provides
enterprise application software to public and private sector customers.
The Company's stock is traded on the TSX Venture Exchange under the
symbol SYZ. Information about Sylogist can be found at http://www.sylogist.com.
About Epic Data International Inc.
Epic Data International Inc. has produced manufacturing execution and
warehouse management solutions for nearly 40 years. Epic Data
solutions synchronize supply chain and production activities to achieve
real-time visibility of manufacturing metrics that reduces cycle times
and costs, optimizes production planning and control, and boosts
quality and efficiency. The solutions are easily implemented either by
module or as a completely integrated solution suite across the global
enterprise. Customers include Beechcraft, Lockheed Martin, Bell
Helicopter, Komatsu, Bombardier Learjet, CAE Inc., Kingfisher (B&Q)
plc, Joy Mining Machinery, Cobham Defence Communications Ltd., GE
Aircraft Engine, Contour Premium Aircraft Seating, McBride plc, Phoenix
Contact, Rolls-Royce and Volvo.
Forward-looking Statements
This news release contains forward-looking statements relating to the
future operations and profitability of the Corporation and other
statements that are not historical facts. Forward-looking statements
are often identified by terms such as "may", "should", "anticipate",
"expects", "believe", "will", "intends", "plans" and similar
expressions. Any statements that are contained in this news release
that are not statements of historical fact may be deemed to be
forward-looking statements. More particularly and without limitation,
this press release contains forward-looking information concerning: the
anticipated benefits of the Transaction to Epic, its shareholders, and
Sylogist, including anticipated synergies and potential financing
sources; the holding of the shareholder meeting of Epic; expected tax
pools available to Sylogist, and; the closing of the Transaction. Such
forward-looking information is provided for the purpose of providing
information about management's current expectations and plans relating
to the future. Investors are cautioned that reliance on such
information may not be appropriate for other purposes, such as making
investment decisions. In respect of the forward-looking information
and statements concerning the anticipated benefits and completion of
the proposed Transaction and the anticipated timing for completion of
the Transaction, each of Sylogist and Epic has provided such in
reliance on certain assumptions that it believes are reasonable at this
time, including assumptions as to the ability of Epic to receive, in a
timely manner, the necessary regulatory, court, shareholder, stock
exchange and other third party approvals; the ability of each of
Sylogist and Epic to satisfy, in a timely manner, the other conditions
to the closing of the Transaction; and expectations and assumptions
concerning, among other things: commodity prices and interest and
foreign exchange rates; planned synergies, capital efficiencies and
cost-savings; applicable tax laws; the sufficiency of budgeted capital
expenditures in carrying out planned activities; the availability and
cost of labour and services; the success of growth projects; future
operating costs; that counterparties to material agreements will
continue to perform in a timely manner; that there are no unforeseen
events preventing the performance of contracts; and that there are no
unforeseen material construction or other costs related to current
growth projects or current operations.. The anticipated dates
provided may change for a number of reasons, including unforeseen
delays in preparing meeting materials, inability to secure necessary
shareholder, regulatory, court or other third party approvals in the
time assumed or the need for additional time to satisfy the other
conditions to the completion of the Transaction. Accordingly, readers
should not place undue reliance on the forward-looking information
contained in this press release.
Since forward-looking information addresses future events and
conditions, such information by its very nature involves inherent risks
and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to the risks associated with the
industries in which each of Sylogist and Epic operates in general such
as: costs and expenses; commodity price, interest rate and exchange
rate fluctuations; competition; failure to realize the anticipated
benefits of the Transaction and to successfully integrate each of
Sylogist and Epic; ability to access sufficient capital from internal
and external sources; and changes in legislation, including but not
limited to tax laws. Risks and uncertainties inherent in the nature of
the Transaction include the failure of Epic to obtain necessary
shareholder, regulatory, court and other third party approvals, or to
otherwise satisfy the conditions to the Transaction, in a timely
manner, or at all. Failure to so obtain such approvals, or the failure
of each of Sylogist and Epic to otherwise satisfy the conditions to the
Transaction, may result in the Transaction not being completed on the
proposed terms, or at all.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Forward-looking statements contained in this news release
are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made as
of the date of this news release, and neither Sylogist nor Epic
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly required
by Canadian securities law.
This joint news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities within the United
States. The securities to be offered have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, or any
state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of such Act or other laws.
-Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release-
SOURCE: Sylogist Ltd.
