Rand A Technology Corporation to be Acquired by Ampersand Ventures

    - $2.10 Offer Price Represents 50% Premium to Market Price -

    MISSISSAUGA, ON, Aug. 14 /CNW/ - Rand A Technology Corporation (TSX:RND),
operating as RAND Worldwide(TM) ("Rand" or the "Company"), a global leader in
providing technology solutions to organizations with engineering design and
information technology requirements, and funds managed by Ampersand Ventures
("Ampersand"), a leading private equity firm whose limited partners include
some of the leading financial investors in private equity, today announced
that they have entered into a definitive agreement ("Agreement") for
Ampersand's funds to acquire Rand. All dollar amounts are in Canadian dollars.
    Under the terms of the Agreement, a new acquisition company controlled by
Ampersand's funds will acquire all of the issued and outstanding common shares
of Rand for a cash purchase price of $2.10 per common share, amounting to
total consideration of approximately $43 million. The $2.10 per common share
consideration represents more than a 50% premium over the $1.39 closing price
for Rand common shares on the Toronto Stock Exchange on Monday, August 13,
    The acquisition of Rand is to be carried out by way of a statutory plan
of arrangement under the Business Corporations Act (Ontario) (the
"Arrangement") and will require the approval of Rand shareholders at a special
meeting expected to be held in October 2007. The Arrangement will be subject
to the approval of two-thirds of the votes cast by holders of Rand common
shares represented in person or by proxy at the special meeting, as well as by
a majority of the votes cast by such shareholders, excluding certain
interested management shareholders. A management information circular setting
out the details of the Arrangement is expected to be mailed to Rand
shareholders in September 2007. The Arrangement will also be subject to the
approval of the Superior Court of Justice of Ontario, as well as certain other
customary conditions described in the Agreement.
    A Special Committee of the Board of Directors of Rand, comprised of
independent directors, reviewed the Arrangement in consultation with its legal
and financial advisors. CIBC World Markets Inc. acted as financial advisor to
Rand and has provided an opinion to the Special Committee and the Board of
Directors advising that the consideration to be offered under the Arrangement
is fair, from a financial point of view, to Rand shareholders. The Special
Committee unanimously recommended the approval of the Arrangement to the
Company's Board of Directors. The Rand Board of Directors determined that the
Arrangement was in the best interests of Rand and its shareholders and the
Board unanimously recommends that Rand shareholders vote in favour of the
    "After careful consideration, the Rand Board of Directors concluded that
this is the right transaction for Rand and our shareholders," said Brian
Semkiw, Rand's Chairman of the Board of Directors. "We believe this
transaction represents good value to our shareholders, who are getting an
attractive premium for their shares."
    Shareholders may obtain a copy of the Agreement, management information
circular and other meeting materials when they become available at

    Second Quarter Results
    Rand also announced today its financial results for the second quarter
ended June 30, 2007. Revenue for the three months ended June 30, 2007 was
$26.0 million, up 7.4% from the second quarter of 2006, with revenue from the
IMAGINiT business at $20.9 million, an increase of 11.5% from the second
quarter of the prior year. Negative EBITDA for the quarter was $2.1 million,
compared to positive EBITDA of $0.6 million in the second quarter of 2006. The
Company incurred a net loss from continuing operations of $2.3 million or a
net loss per share of $0.11 for the quarter, compared to net income from
continuing operations of $0.5 million or net earnings per share of $0.02 in
the second quarter of the previous year. Net loss for the quarter was
$2.6 million resulting in a net (basic) loss per common share of $0.13,
compared to net income of $0.06 million or net earnings per share of $0.00 in
the second quarter of the previous year.
    The Company will release its full financial results for the second
quarter in a press release later today. The Company's unaudited consolidated
financial statements as at and for the three month period ended June 30, 2007,
together with the accompanying Management's Discussion and Analysis of such
financial results, will be available at the Company's website www.rand.com and
at www.sedar.com today.


    RAND Worldwide is one of the world's leading providers of professional
services and technology to the engineering community; targeting organizations
in the manufacturing, building, infrastructure and media and entertainment
industries. RAND Worldwide enables its clients to improve their
competitiveness, productivity and profitability by enhancing key aspects of
their 3D Design, Data Management and Collaboration capabilities. With more
than 20 years of industry experience, RAND Worldwide delivers knowledge,
expertise and design processes to clients through proven technical support,
training and consulting services. RAND Worldwide employs 448 people in more
than 50 sales and client service centers. For more information please visit


    Ampersand, founded in 1988 as a spin-off of PaineWebber, is a leading
private equity firm dedicated to building equity value through active
collaboration. Ampersand has raised limited partnerships with a cumulative
capitalization exceeding $800 million to pursue a stage-independent investment
strategy across a broad range of industry sectors, including manufacturing
software, health care technology, and industrial products. Ampersand has been
an active investor in companies in the CAD/CAM/CAE/PLM community, including
Moldflow (NASD: MFLO) and Eigner (now NASD: AGIL). For more information please
visit www.ampersandventures.com.


    This news release may contain forward-looking statements based on
management's current projections, beliefs and opinions at the date of this
news release. The future results of the Company may differ materially from
those expressed in the forward-looking statements contained in this news
release due to risks and uncertainties including, but not limited to, Rand's
ability to close the transaction in the time period anticipated, if at all,
which is dependent upon the parties' ability to comply with the closing
conditions, some of which are beyond the control of Rand. Reference should
also be made to the Company's Management's Discussion and Analysis and Annual
Information Form and other continuous disclosure documents filed from time to
time with Canadian securities regulatory authorities, for a detailed
description of material factors and assumptions on these and other risks and
uncertainties which affect the Company's business and operations. Rand does
not undertake any responsibility to update or release any revisions to
forward-looking statements to reflect events, circumstances or the occurrence
of unanticipated events, or if management's projections, beliefs or opinions
change after the date of this press release.

For further information:

For further information: REGARDING THE ARRANGEMENT CONTACT: Peter Gimon,
Chief Financial Officer, RAND Worldwide, Tel: (905) 625-2000, Fax: (905)
625-8535; Dave Mason, Investor Relations, The Equicom Group Inc., Tel: (416)
815-0700 ext. 237; Marc Dulude, General Partner, Ampersand Ventures, Tel:
(781) 239-0700

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