CALGARY, March 2 /CNW/ - Decision Dynamics Technology Ltd. ("Decision Dynamics" or "DDY") (TSX-V: DDY), a leading provider of capital project controls and cost management software for normal operations and capital projects in the energy industry, and Coreworx Inc. ("Coreworx"), a subsidiary of Acorn Energy, Inc. ("Acorn") (NASDAQ: ACFN), a leading provider of project execution and information control software used globally by energy industry leaders to manage major capital project execution risk, today announced that they have entered into a definitive agreement pursuant to which Coreworx will acquire all of the outstanding securities of Decision Dynamics. Upon completion of the transaction, Decision Dynamics will become a wholly-owned subsidiary of Coreworx.
Under the terms of the agreement, Decision Dynamics' shareholders will receive an aggregate of 1 million common shares of Acorn resulting in an estimated exchange ratio of .0161 common shares of Acorn for each DDY common share outstanding. All outstanding options and warrants of Decision Dynamics not exercised prior to the closing of the transaction will be cancelled. Based on the closing stock prices of both companies on Friday, February 26, 2010, the exchange ratio represents a premium of approximately 111% above the closing price of DDY. The premium reflects a fully-diluted estimated share count for DDY at closing of 62,129,626, which includes the issuance of all deferred share units and outstanding shares for services due on a change of control.
"Decision Dynamics believes that today's announcement provides attractive value for our shareholders and customers," said Justin Zinke, President & CEO of Decision Dynamics. "The combination of project information controls and cost management information provides a great value proposition for our customers. Our shareholders, customers, partners and employees will all benefit as DDY combines with Coreworx and brings together our very complimentary technology, experience, and skill sets." Ray Simonson, CEO of Coreworx added, "We are excited about working with DDY's team and welcoming DDY's existing customers to the Coreworx family. As we work together on building future solutions, we look to our shared customers to continue to challenge us and help shape our products and services to meet the needs of their projects and operating environments."
"DDY's Oncore(TM) Project Controls Solution with its and Cost Management and Cost Forecasting capabilities is a great compliment to our Coreworx Project Information Control platform which is widely used on major capital projects. Together with DDY's patented technology, we can provide our customers with the integrated solution that they have been asking for" stated Mr. Simonson.
On behalf of DDY's Board of Directors, Chairman Bill Dimma expressed considerable satisfaction with the impending acquisition. He said "Our proposed new owners are in an ideal position to help ensure our future success. DDY's management, staff, and accumulated technology will continue to serve diligently and well both existing and new customers."
The acquisition is structured as a plan of arrangement under the Canada Business Corporations Act and is expected to close in April 2010. The acquisition is subject to the satisfaction of a number of customary conditions including approval by the holders of at least two-thirds of Decision Dynamics outstanding common shares and options, each voting as a separate class, the approval of the Court of Queen's Bench of Alberta and other regulatory approvals. The definitive agreement also provides that each of Coreworx and Decision Dynamics will be paid a termination fee in the amount of $250,000 under certain circumstances in which the transaction is not consummated. Additional terms of the transaction will be more fully described in the management proxy circular to be mailed by Decision Dynamics to its shareholders and optionholders in connection with the special meeting referred to below. The definitive agreement will also be filed on SEDAR and will be available at www.sedar.com.
The acquisition will be submitted to Decision Dynamic shareholders and optionholders for approval at a special meeting to be held in April 2010. The Board of Directors of Decision Dynamics has unanimously recommended that Decision Dynamic shareholders and optionholders vote in favour of the acquisition and has received an opinion from its financial advisor, Meyers Norris Penny LLP, that as of March 1, 2010, the consideration to be received pursuant to the definitive agreement, is fair, from a financial point of view, to the holders of Decision Dynamic common shares.
Irrevocable support agreements in favour of the transaction have been agreed to by directors, officers and other shareholders of Decision Dynamics, representing approximately 51% percent of the outstanding shares of Decision Dynamics, including holders of 94% percent of all stock options outstanding.
About Decision Dynamics Technology:
Decision Dynamics provides project controls and real-time cost management reporting solutions to the energy sector, including major oil and gas and electrical power companies. Decision Dynamics solutions are designed to provide better project visibility by unifying the project data and knowledge needed to make better faster project management decisions.
DDY's flagship product, Oncore(TM), provides real time cost information, contract validation, and approvals for operations management and capital projects. Decision Dynamics is a Microsoft Gold Certified Partner. The Company's head office is located in Calgary, Alberta, Canada. It operates a wholly-owned foreign subsidiary in the United States.
Coreworx Inc. provides integrated project execution and information control solutions for mega capital projects in the oil & gas, power and mining sectors. The Coreworx solution is a proven web-based enterprise software system that enables engineering and construction contractors and owner/operators to automate best practices, mitigate business risks and improve performance throughout the entire project lifecycle. Coreworx services a portfolio of projects valued at over $500 billion across more than 50 countries, on more than 400 capital projects with nearly 70,000 users. Coreworx has offices in Houston, Baton Rouge, Calgary and Waterloo. For more information, visit www.coreworxinc.com. Coreworx Inc. is an Acorn Energy company.
About Acorn Energy:
Acorn Energy, Inc. is a publicly traded holding company with equity interests in CoaLogix, Coreworx, DSIT and GridSense. These companies leverage advanced technologies to transform and upgrade the energy infrastructure around the world. Acorn companies are focused on three problems in the energy sector: improving the efficiency of the energy grid, reducing the risk for owners of large energy assets, and reducing the environmental impact of the energy sector. Acorn's strategy is to take primarily controlling positions in companies led by great entrepreneurs. For more information visit http://www.acornenergy.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE DECISION DYNAMICS TECHNOLOGY LTD.
For further information: For further information: Justin Zinke, Chief Executive Officer, Decision Dynamics Technology Ltd., (403) 451-0731; Kim Tremblay, Chief Financial Officer, Decision Dynamics Technology Ltd., (403) 451-0726