Workforce Management Innovator To Join World's Largest Private Software
TORONTO, April 2 /CNW/ - Workbrain Corporation ("Workbrain" or the
"Company") (TSX:WB) today announced that it has reached a definitive agreement
with Infor Global Solutions European Finance, S.A.R.L. ("Infor") under which
Infor will acquire all of Workbrain's outstanding common shares at a price of
CDN$12.50 per share in cash pursuant to a statutory plan of arrangement. The
transaction values Workbrain, on a fully diluted basis, at approximately
$227 million dollars.
This all-cash transaction for 100% of the Company's common shares
represents a 25.6% premium over Workbrain's volume weighted average share
price on the Toronto Stock Exchange on Friday, March 30, 2007, and a 40%
premium over the volume weighted average price for the most recent 30 trading
days on the Toronto Stock Exchange.
The transaction has been unanimously approved by Workbrain's Board of
Directors, which recommends that shareholders vote in favour of the
"In just over seven years, Workbrain has built the leading workforce
management software company based on innovation and attention to the customer.
Joining Infor will accelerate our current momentum by providing us access to
Infor's 70,000 customers and extensive global distribution network. We believe
that all of our stakeholders will benefit from this combination," said David
Ossip, CEO of Workbrain.
Infor is the world's largest private software company and third largest
enterprise software provider. It provides applications that run virtually
every aspect of a business, from enterprise resource planning to the supply
chain, customer relationship management and financial systems. Infor focuses
on business-specific solutions, which require less customization, provide more
functionality and result in lower cost of ownership.
"Infor's successful business model combines the built-in business
experience of focused software providers like Workbrain with the scale,
stability and breadth of solutions of one of the largest software providers,"
said Jim Schaper, Chairman and CEO of Infor. "We will continue to invest and
build upon Workbrain's solutions. Workbrain expands our current human capital
management offering with unmatched domain expertise in the areas of time and
attendance, scheduling, absence management and workforce planning."
Mr. Roger Martin, the Chairman of the Board of Directors of Workbrain
stated: "We are extremely proud of the business that our management team has
been able to build, and the results that are being delivered through this
transaction to our shareholders. This announcement follows a comprehensive
process which has been supervised by our Board with the assistance of our
Workbrain's Board of Directors was advised by Merrill Lynch and Genuity
Capital Markets, each of whom provided Workbrain's Board of Directors with an
opinion that the consideration to be received by securityholders under the
transaction is fair from a financial point of view. Stikeman Elliott LLP
provided legal advice to Workbrain.
Workbrain's CEO, David Ossip, and Alon Ossip, a Director of Workbrain,
have agreed to vote the 3,994,200 common shares that they control in
Workbrain, which represents approximately 22% of Workbrain's issued and
outstanding common shares, in favour of the transaction.
The transaction is to be carried out by way of a statutory plan of
arrangement and will be subject to customary closing conditions, including
regulatory and securityholder approval. The transaction is expected to close
in June of 2007.
A proxy circular will be prepared and mailed to shareholders by early May
providing shareholders with important information about the transaction. The
definitive agreement and, once mailed, the proxy circular will be available at
www.sedar.com and www.workbrain.com.
Investors, media and analysts are invited to participate in our
conference call, to be held as follows:
Date: Monday, April 2, 2007
Time: 2:30 PM EST
Dial-in: (416) 849-2698 or Toll Free at (866) 400-2270
Please dial-in approximately ten minutes prior to the start time. Replay
information is available upon request from Workbrain's media relations
Workbrain provides the most widely deployed web-based workforce
management solution for large enterprises. The company is the only provider of
Total Workforce Management that helps organizations plan, deploy, and manage
their workforce to reduce costs, increase sales, and boost employee
satisfaction. Clients such as British Airways, General Mills, Target
Corporation, and Lifespan choose Workbrain's industry-focused workforce
management solutions to integrate workforce planning, labor forecasting,
workforce scheduling, time and attendance, and workforce analytics on a single
platform. For more information, please visit www.workbrain.com.
Infor delivers business-specific software to enterprising organizations.
With experience built in, Infor's solutions enable businesses of all sizes to
be more enterprising and adapt to the rapid changes of a global marketplace.
With more than 70,000 customers, Infor is changing what businesses expect from
an enterprise software provider. For additional information, visit
This news release contains forward-looking statements which are not
historical facts, but are based on certain assumptions and reflect Workbrain's
current expectations. These forward-looking statements are subject to a number
of risks and uncertainties that could cause actual results or events to differ
materially from current expectations. Workbrain disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
Workbrain is a trademark of Workbrain, Inc. All other product or company
names mentioned are the property of their respective owners.
For further information:
For further information: For Workbrain: Pat Ladisa, Corporate
Communications, (416) 421-6700 extension 2579, email@example.com; For
Infor: Wade Coleman, Infor, (678) 319-8748, firstname.lastname@example.org