VANCOUVER, Nov. 29 /CNW/ - Solarsoft Business Systems, through CMS
Acquisition Corporation, (collectively, "Solarsoft") and VantagePoint Systems,
Inc. TSX-V:VPG ("VantagePoint") announced today that VantagePoint has entered
into an agreement (the "Support Agreement") with Solarsoft pursuant to which
Solarsoft will offer (the "Offer") to purchase all of the issued and
outstanding common shares of VantagePoint at a price of $0.70 USD per share.
The Offer represents a premium of 73% to the closing price of VantagePoint
common shares on the last trading day prior to announcement.
The transaction will be made pursuant to a take over bid and will be
conditional on at least 66.66% of VantagePoint's common shares being tendered
to the Offer and other customary terms for a transaction of this type. The
Support Agreement also provides for, among other things, a break fee under
certain circumstances as well as a right in favor of Solarsoft to match any
competing offers. The take over bid circular is expected to be mailed out to
the shareholders of VantagePoint within the next 10 business days and, unless
extended, the Offer will expire 35 days following the date of mailing.
The Offer has the unanimous support of the Special Committee of Board of
Directors of VantagePoint, to which the Board of Directors delegated all of
its powers in connection with consideration of the Offer. The Special
Committee has unanimously determined that the Offer is fair, from a financial
point of view, to VantagePoint's shareholders, is in the best interests of
VantagePoint and its shareholders, and unanimously recommends that
shareholders accept the Offer.
James Hennings, who owns 4,696,761 common shares representing 32% percent
of the issued and outstanding VantagePoint common shares on a fully diluted
basis, has agreed to tender his VantagePoint shares to the Offer pursuant to a
lock up agreement signed in conjunction with the Support Agreement.
"We are very excited about this opportunity to become a part of
Solarsoft's continued success in strengthening its leadership in the ERP
marketplace. As a division of Solarsoft, we will continue our commitment to
deliver advanced business software solutions and services to our customers,
and to the packaging manufacturing industry worldwide. We look forward to
becoming a stronger company through access to the financial and strategic
resources of Solarsoft, which will greatly benefit all our current and future
customers," comments James Hennings, President & CEO of VantagePoint.
Shawn McMorran, CEO of Solarsoft, states, "We are thrilled to be bringing
another strong ERP franchise into the Solarsoft fold. The acquisition of
VantagePoint reflects our continued focus on providing significant value to
customers within key strategic markets by providing industry leading ERP
solutions and customer focus. James Hennings and his management team will
continue to lead VantagePoint and we are confident that the combined company's
resources will serve to greatly enhance our product base and customer
experience well into the future."
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. Solarsoft now
serves customers from 12 offices in North America, Europe and Asia. We employ
300 people and have sales of over $50 million.
(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 respective owners.
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., James Hennings,
President and CEO, Tel: (604) 685-4209 x256, Email: email@example.com;
Solarsoft Business Systems, Sandi Ingram, Tel: (905) 224-2222, Email: