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Maximizer Software Calls Meeting to Approve Going Private Transaction at $0.12 per Share
November 06, 2009 --
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/06/09 -- Maximizer Software Inc. ("Maximizer" or the "Company") (TSX: MAX), announced that it has received the approval of the Supreme Court of British Columbia to call a meeting of its holders of shares and options to purchase shares or "securityholders" to be held on December 9, 2009 (the "Meeting") to consider the previously announced "going private transaction" at $0.12 per share. The shares are to be acquired by a MSI Acquisition Corp., a company indirectly owned by the family of Terence Hui, a director and chair of the Board of the Company.
The going private transaction, if approved by the securityholders of the Company and the Supreme Court of British Columbia, would result in the Company completing a plan of arrangement (the "Arrangement") under which shareholders of the Company, other than The City Place Trust, would receive $0.12 per share payable in cash, and optionholders would surrender for cancellation each option held in exchange for a cash payment from the Company.
When the "going private transaction" was first announced, the Board of Directors of the Company established a Special Committee of independent directors to consider and respond to any such transaction that might be proposed. The Special Committee has obtained a valuation of the shares of the Company and an opinion as to the fairness, from a financial point of view, of the consideration offered to the shareholders, other than the members of the Hui family, from Ernst & Young LLP, an independent financial advisor engaged by the Special Committee. In the valuation, Ernst & Young LLP was of the opinion that the shares of the Company have a value of $0.116 to $0.148 per share. The Special Committee has, in part on the basis of the valuation and fairness opinion from Ernst & Young LLP and after considering other factors, unanimously recommended to the Board of Directors of the Company that the Arrangement be submitted to the securityholders for approval and that the securityholders vote in favour the Arrangement. The Special Committee made no recommendation to the holders of options to purchase shares or to Terence Hui, Adex Enterprises Inc. or The City Place Trust.
On November 5, 2009, the Company obtained an interim order from the Supreme Court of British Columbia permitting the Company to call the Meeting. The notice of meeting and an information circular providing details of the Arrangement, including the treatment of shares and options under the Arrangement, is to be mailed to registered shareholders and optionholders on or about November 10, 2009.
The interim order requires that the resolution approving the plan of Arrangement be approved by a 66 2/3rds majority of the shares and options held by those securityholders voting on the Arrangement, voting together as a group, and by a majority of those shares held by those shareholders voting on the Arrangement, other than Terence Hui, Adex Enterprises Inc. or The City Place Trust.
About Maximizer Software
Maximizer Software is a leading provider of simple, accessible, customer relationship management (CRM) and mobile CRM solutions, providing the best value for small and medium-sized businesses and divisions of large enterprises. As a pioneer in the CRM industry for more than 20 years, Maximizer offers sales, marketing, and customer service staff and managers access to customer information through mobile devices, online or the desktop. Maximizer's solutions enable organizations to accelerate business growth by centralizing information and streamlining processes, while exceeding client expectations. Maximizer Software has sold over one million licenses to more than 120,000 customers, ranging in size from entrepreneurs to multi-national organizations, including: Cathay Pacific, Fisher & Paykel Healthcare, HSBC, Ipsos Canada, Oxford University, Siemens, Societe Generale and TD Securities. Maximizer Software is a global business with offices and over 400 business partners throughout the Americas, Europe/Middle East/Africa and Asia Pacific.
This release may contain certain forward-looking statements reflecting Maximizer Software Inc.'s current expectations. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including without limitation, changes in market and competition, technological and competitive developments, and potential downturns in economic conditions generally. Additional information on these and other potential factors that could affect the Company's financial results are detailed in documents filed from time to time with the provincial securities commissions in Canada. All trademarks or registered trademarks stated herein are properties of their respective owners.
Contacts:
Young & Associates
Jennifer MacLeid Qotb
513-281-2772
jennifermq@yapr.com
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