Gemcom securityholders approve acquisition by JMI Equity, The Carlyle Group and Pala Investments Holdings



    VANCOUVER, July 16 /CNW/ - Gemcom Software International Inc. (TSX:GCM),
the largest global supplier of specialised mining productivity solutions,
today announced that its securityholders have approved the plan of arrangement
(the "Arrangement") whereby an acquisition vehicle indirectly owned by
affiliates of JMI Equity Fund VI, L.P., Carlyle Venture Partners III, L.P. and
Pala Investments Holdings Limited (the "Purchaser") will acquire all of
Gemcom's outstanding common shares.
    The Arrangement involves the acquisition by the Purchaser of all
outstanding common shares of Gemcom for which shareholders will receive C$3.05
per share, representing a 22% premium over Gemcom's weighted average closing
price for the 45 trading days preceding the original announcement of the
proposed transaction. Holders of options and warrants to purchase common
shares of Gemcom, in each case that remain outstanding immediately prior to
the Effective Time of the Arrangement, will receive for each option and
warrant the amount in cash, if any, by which C$3.05 exceeds the exercise price
for such option or warrant. Gemcom believes all of the warrants that the
Company previously had outstanding will be exercised prior to the Effective
Time of the Arrangement.
    The Arrangement was approved at the Special Meeting of securityholders by
approximately 95% of the votes cast by holders of common shares, exceeding the
66 2/3% required for approval; by approximately 95% of the votes cast by
holders of common shares, options and warrants, again exceeding the 66 2/3%
required for approval; and by approximately 93% of the votes cast by the
minority shareholders, exceeding the 50% threshold required for approval.
    Of the total outstanding common shares, options and warrants as at the
record date of May 30, 2008, approximately 76% were voted at the meeting
either in person or by proxy. Final results will be made available on SEDAR at
www.sedar.com.
    The closing of the transaction is subject to customary conditions,
including the receipt of regulatory approvals, as well as the final order of
the Supreme Court of British Columbia. The transaction is expected to close
prior to Friday, July 25, 2008. Gemcom will advise shareholders closer to the
time of closing about the procedures for surrendering and receiving payment
for their securities.

    About Gemcom

    When mining companies seek to increase mine productivity, they turn to
Gemcom for technology and services. The Company is home to world-renowned
mining solutions like GEMS, Surpac, Minex, Whittle, and InSite and to industry
thought-leaders who are pushing the boundaries of what's possible in mining.
Established in 1985, Gemcom has a global reach delivering comprehensive
solutions in all major mining centres in more than 90 countries. Every major
mining company, including BHP Billiton, Codelco, De Beers, Newmont and Vale is
a Gemcom client. Through a combination of organic growth and strategic
acquisitions, the Company has become the largest global supplier of
specialised mining productivity solutions. Gemcom is listed on the TSX under
the ticker "GCM." For more information, visit www.gemcomsoftware.com.

    Gemcom, the Gemcom logo and combinations thereof, are trademarks of
    Gemcom Software International Inc. GEMS, Surpac, Minex, Whittle,
    MineSched, PCBC and Gemcom InSite are either registered trademarks or
    trademarks of Gemcom Software International Inc.





For further information:

For further information: Investor Communications: Garth Albright, Chief
Financial Officer, (604) 684-6550, galbright@gemcomsoftware.com; Nick Hurst,
Vice President, The Equicom Group, (403) 538-4845, nhurst@equicomgroup.com;
Corporate Communications: Mark Bese, Marketing Communications Manager, (604)
684-6550 ext. 4481, mbese@gemcomsoftware.com

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GEMCOM SOFTWARE INTERNATIONAL INC.

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