Gemcom Software announces Pala Investments Holdings Limited to participate in buying group



    VANCOUVER, June 13 /CNW/ - Gemcom Software International Inc. (TSX:GCM),
the largest global supplier of specialised mining productivity solutions (the
"Company" or "Gemcom"), announced today that, after having completed its due
diligence review of Gemcom, Pala Investments Holdings Limited ("Pala") has
agreed to purchase an ownership interest in an acquisition vehicle controlled
by JMI Equity and The Carlyle Group (the "Purchaser") in connection with the
acquisition by the Purchaser of Gemcom by way of plan of arrangement (the
"Arrangement").
    On June 8, 2008 Gemcom announced that the parties had amended the
arrangement agreement dated May 7, 2008 to increase the amount to be paid to
shareholders to Cdn$3.05 per share from Cdn$2.90 per share. The total value of
the transaction is now valued at approximately Cdn$190 million.
    In connection with its agreement to take an ownership position in the
Purchaser, Pala has executed an equity commitment letter with respect to such
ownership position and a limited guarantee in favour of Gemcom (in
substantially the same form as the amended and restated limited guarantees
previously executed by JMI and Carlyle).
    Pala was also added as a party to the existing confidentiality and
non-disclosure agreement among JMI, Carlyle and Gemcom, and Pala delivered a
voting agreement to the Purchaser, JMI and Carlyle (the "Pala Voting
Agreement") pursuant to which Pala agreed, subject to certain exceptions set
forth in the Pala Voting Agreement, to vote its shares of Gemcom in favour of
the Arrangement.
    The Gemcom special meeting of securityholders to consider the proposed
transaction will be held on or about July 16, 2008. The transaction will
require the approval of 66 2/3% of the votes cast at the meeting in person or
by proxy, and the approval of more than 50% of the votes cast by shareholders
other than certain interested parties (including Pala) who vote at the meeting
in person or by proxy. The record date for shareholders entitled to vote at
the meeting remains May 30, 2008. Shareholders will be receiving a management
information circular outlining the next steps and the voting process. Gemcom
securityholders are encouraged to read the circular in its entirety as it will
provide, among other things, a detailed discussion of the process that led to
the proposed transaction and the reasons behind Gemcom's Board of Directors'
unanimous recommendation that shareholders vote FOR the transaction. Pending
the receipt of court and securityholder approval, the transaction is expected
to be completed in late July.
    Lang Michener LLP is acting as legal advisor to the Mergers & Acquisition
Committee of Gemcom's Board of Directors and Fasken Martineau DuMoulin LLP is
acting as legal counsel to Gemcom. Goodwin Procter LLP and Stikeman Elliott
LLP are acting as legal advisors to JMI Equity, while Latham and Watkins LLP
is acting as legal advisor to The Carlyle Group. Goodmans LLP is acting as
legal advisor to Pala Investments Holdings Limited.

    About JMI Equity

    JMI Equity, based in Baltimore and San Diego, is a private equity firm
exclusively focused on investments in growing software and business services
companies at all stages of their lifecycles. Founded in 1992, JMI has invested
in more than 90 companies throughout North America and has approximately
$1.3 billion of committed capital under management. JMI provides the first
institutional capital to self-funded companies, partners with management teams
to acquire or recapitalize market leading companies and selectively makes
investments in early-stage companies. Representative investments include
Blackbaud, DoubleClick, Kronos and Unica. For more information on JMI, visit
www.jmiequity.com.

    About The Carlyle Group

    The Carlyle Group is a global private equity firm with $81.1 billion
under management committed to 60 funds. Carlyle invests in buyouts, venture &
growth capital, real estate and leveraged finance in Africa, Asia, Australia,
Europe, North America and South America focusing on aerospace & defense,
automotive & transportation, consumer & retail, energy & power, financial
services, healthcare, industrial, infrastructure, technology & business
services and telecommunications & media. Since 1987, the firm has invested
$43.0 billion of equity in 774 transactions for a total purchase price of
$229.3 billion. The Carlyle Group employs more than 1,000 people in
21 countries. In the aggregate, Carlyle portfolio companies have more than
$87 billion in revenue and employ more than 286,000 people around the world.
www.carlyle.com.

    About Pala Investments Holdings Limited

    Pala Investments Holdings Limited is a US$1.2 billion multi-strategy
alternative investment company with a focus on mining and natural resource
companies in both developed and emerging markets. Pala, which is based in
Jersey, Channel Islands, seeks to assist companies in which it has long-term
shareholdings by providing strategic advice and innovative financing
solutions. It is advised on an exclusive basis by Pala Investments AG, based
in Switzerland. For more information, see www.pala.com.

    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.

    This press release contains forward-looking statements concerning the
future performance of Gemcom's business, its operations, and its financial
performance and condition. These forward-looking statements are based on
management's current expectations and judgment. The Company cautions readers
that all forward-looking information is inherently uncertain and actual
results may differ materially from the assumptions, estimates, or expectations
reflected or contained in the forward-looking information, and that actual
future performance will be affected by a number of factors, including but not
limited to economic conditions, technological change, and changes in
competitive factors, many of which are beyond the Company's control. Risks and
uncertainties that could affect Gemcom's business are discussed more
extensively in the MD&A section of the Company's most recent annual report and
annual information form, which are available on the Company's website or on
SEDAR at www.sedar.com. Future events and results may vary significantly from
what management currently foresees. These forward-looking statements are made
as of the date of this release and management assumes no obligation to update
or revise these statements to reflect new events or circumstances.

    
     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: Gemcom Investor Communications, Garth Albright,
Chief Financial Officer, (604) 684-6550, galbright@gemcomsoftware.com; Gemcom
Corporate Communications, Mark Bese, Marketing Communications Manager, (604)
684-6550 ext. 4481, mbese@gemcomsoftware.com; JMI Equity Communications, Chuck
Dohrenwend, Senior Vice President, The Abernathy MacGregor Group, (212)
371-5999, cod@abmac.com; The Carlyle Group Communications, Ellen Gonda,
Director of Communications for the Americas, (212) 813-4821,
ellen.gonda@carlyle.com; Pala Investments Holdings Limited, Gregory Radke,
Senior Vice President, Pala Investments AG, +41 41 5690 90 70,
gradke@pala.com

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GEMCOM SOFTWARE INTERNATIONAL INC.

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