VANCOUVER, Dec. 7 /CNW/ - VantagePoint Systems, Inc. TSX-V:VPG
("VantagePoint") and CMS Acquisition Corporation ("CMS"), a member of the
Solarsoft Business Systems group, announced today the joint mailing of
offering documents and a directors' circular to the shareholders of
VantagePoint in connection with CMS' previously announced offer (the "Offer")
to acquire all of the issued and outstanding common shares of VantagePoint
(the "Common Shares") at a price of US$0.70 per share.
The Offer price of US$0.70 per Common Share represents a premium of
approximately 77% over the closing price of the Common Shares on the TSX
Venture Exchange ("TSXV") on November 28, 2007 and approximately 60% over the
20-day volume weighted average trading price of the Common Shares on the TSXV
for the period ended November 28, 2007, the last trading day prior to the
public announcement of the intention to make the Offer.
The Special Committee of the Board of Directors of VantagePoint has
determined that the consideration under the Offer is fair to the shareholders
of VantagePoint and has unanimously recommended that shareholders accept the
Offer and deposit their Common Shares into the Offer.
Pursuant to a lock up agreement, James Hennings, who owns
4,696,761 Common Shares representing 32.5% percent of the issued and
outstanding Common Shares, has agreed to tender his Common Shares to the
The Offer is subject to customary conditions including the acceptance by
holders of at least 66 2/3 percent of VantagePoint's outstanding Common
Shares. The Offer will be open for acceptance until 11:59 p.m. (Vancouver
time) on January 11, 2008, unless extended.
VantagePoint shareholders wishing to accept the Offer are encouraged to
deposit their Common Shares by completing the letter of transmittal included
with the offering documents mailed to them and returning it, together with
certificates representing their shares and all other documents, to the offices
of Computershare Investor Services Inc. in accordance with the instructions in
the letter of transmittal. If shares are held by a broker or other financial
intermediary, VantagePoint shareholders should contact such intermediary and
instruct it to deposit their Common Shares.
The offering documents and directors' circular will be filed on SEDAR at
Questions About the Solarsoft Offer
For further information about the Offer, VantagePoint shareholders should
contact Georgeson as information agent at 1-888-605-8368 (Toll free, North
America) as directed in the offering documents.
About VantagePoint Systems, Inc.
VantagePoint develops business software for packaging manufacturing
companies and provides complete implementation, product support, and technical
services to its customers. VantagePoint's software solutions address the
entire spectrum of packaging manufacturing including corrugated packaging,
folding cartons, retail displays, food and beverage packaging, labels, and
multi-wall bags. VantagePoint software operates some of the largest packaging
companies in the world including Smurfit-Stone, Georgia-Pacific, International
Paper, and Menasha Packaging. VantagePoint also operates HRMS, Inc. as a
wholly-owned subsidiary that provides business software for entry to mid-size
corrugated packaging and retail display manufacturers. Collectively,
VantagePoint's software has been selected by over 700 packaging plants
throughout North America and internationally, which positions VantagePoint as
one of the leading suppliers of business software and related services to the
paperboard and packaging industry. VantagePoint's headquarters are located in
Vancouver, BC, Canada, with offices in Lombard, IL and Leicester, UK.
VantagePoint trades on the TSX Venture Exchange under the symbol VPG. For more
information, visit www.vpgroup.com.
About Solarsoft Business Systems
In April 2007, CMS Software, Inc. of Toronto and UK-based XKO Software
Ltd. merged to form Solarsoft Business Systems. Today, Solarsoft provides
modern enterprise software and IT services to manufacturers, distributors and
wholesalers in North America, Europe and Asia. Over 1,500 companies rely on
Solarsoft systems to bring clarity and efficiency to their business
operations. Solarsoft has 25 years experience solving problems in accounting,
finance, inventory control, warehouse management, e-commerce, logistics,
manufacturing resource planning and management information. The business now
serves customers from 12 offices worldwide, employs over 300 people, and
generates annual revenue in excess of $50 million. Solarsoft Business Systems
is a portfolio company of Marlin Equity Partners LLC.
(C) 2007 VantagePoint Systems, Inc. All Rights Reserved.
BusinessVantagePoint, VantagePoint Accelerate and HRMS are trademarks
and/or registered trademarks of VantagePoint Systems, Inc. All other
trademarks are trademarks and/or registered trademarks of their
Certain statements herein relating to the Offer and associated
transactions, including statements regarding the terms and conditions of the
Offer and associated transactions, may be "forward-looking statements" within
the meaning of applicable securities laws. Readers are cautioned not to place
undue reliance on forward-looking statements. Actual results and developments
may differ materially from those contemplated by these statements depending
on, among other things, the risks that the ultimate terms of the Offer and
associated transactions will differ from those that currently are contemplated
and that the Offer and associated transactions will not be successfully
completed for any reason. These forward-looking statements are made as of the
date hereof and VantagePoint assumes no obligation to update any
forward-looking statements to reflect new events or circumstances.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this news release.
For further information:
For further information: VantagePoint Systems, Inc., Michael Rusch, CFO,
Tel: (604) 685-4209 ext 252, Email: firstname.lastname@example.org; Solarsoft
Business Systems, Steven Hargreaves, Tel: +44 (0)8447 700900 ext 5566, Email: