Vancouver, Canada – June 13, 2008 – Gemcom Software International Inc. (TSX:GCM), the largest global supplier of specialised mining productivity solutions (the “Company” or “Gemcom”), announced today that, after having completed its due diligence review of Gemcom, Pala Investments Holdings Limited (“Pala”) has agreed to purchase an ownership interest in an acquisition vehicle controlled by JMI Equity and The Carlyle Group (the “Purchaser”) in connection with the acquisition by the Purchaser of Gemcom by way of plan of arrangement (the “Arrangement”).
On June 8, 2008 Gemcom announced that the parties had amended the arrangement agreement dated May 7, 2008 to increase the amount to be paid to shareholders to Cdn$3.05 per share from Cdn$2.90 per share. The total value of the transaction is now valued at approximately Cdn$190 million.
In connection with its agreement to take an ownership position in the Purchaser, Pala has executed an equity commitment letter with respect to such ownership position and a limited guarantee in favour of Gemcom (in substantially the same form as the amended and restated limited guarantees previously executed by JMI and Carlyle).
Pala was also added as a party to the existing confidentiality and non-disclosure agreement among JMI, Carlyle and Gemcom, and Pala delivered a voting agreement to the Purchaser, JMI and Carlyle (the “Pala Voting Agreement”) pursuant to which Pala agreed, subject to certain exceptions set forth in the Pala Voting Agreement, to vote its shares of Gemcom in favour of the Arrangement.
The Gemcom special meeting of securityholders to consider the proposed transaction will be held on or about July 16, 2008. The transaction will require the approval of 66 2/3% of the votes cast at the meeting in person or by proxy, and the approval of more than 50% of the votes cast by shareholders other than certain interested parties (including Pala) who vote at the meeting in person or by proxy. The record date for shareholders entitled to vote at the meeting remains May 30, 2008. Shareholders will be receiving a management information circular outlining the next steps and the voting process. Gemcom securityholders are encouraged to read the circular in its entirety as it will provide, among other things, a detailed discussion of the process that led to the proposed transaction and the reasons behind Gemcom’s Board of Directors’ unanimous recommendation that shareholders vote FOR the transaction. Pending the receipt of court and securityholder approval, the transaction is expected to be completed in late July.
Lang Michener LLP is acting as legal advisor to the Mergers & Acquisition Committee of Gemcom’s Board of Directors and Fasken Martineau DuMoulin LLP is acting as legal counsel to Gemcom. Goodwin Procter LLP and Stikeman Elliott LLP are acting as legal advisors to JMI Equity, while Latham and Watkins LLP is acting as legal advisor to The Carlyle Group. Goodmans LLP is acting as legal advisor to Pala Investments Holdings Limited.
About JMI Equity
JMI Equity, based in Baltimore and San Diego, is a private equity firm exclusively focused on investments in growing software and business services companies at all stages of their lifecycles. Founded in 1992, JMI has invested in more than 90 companies throughout North America and has approximately $1.3 billion of committed capital under management. JMI provides the first institutional capital to self-funded companies, partners with management teams to acquire or recapitalize market leading companies and selectively makes investments in early-stage companies. Representative investments include Blackbaud, DoubleClick, Kronos and Unica. For more information on JMI, visit www.jmiequity.com.
About The Carlyle Group
The Carlyle Group is a global private equity firm with $81.1 billion under management committed to 60 funds. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $43.0 billion of equity in 774 transactions for a total purchase price of $229.3 billion. The Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. www.carlyle.com.
About Pala Investments Holdings Limited
Pala Investments Holdings Limited is a US$1.2 billion multi-strategy alternative investment company with a focus on mining and natural resource companies in both developed and emerging markets. Pala, which is based in Jersey, Channel Islands, seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions. It is advised on an exclusive basis by Pala Investments AG, based in Switzerland. For more information, see www.pala.com.
About Gemcom
When mining companies seek to increase mine productivity, they turn to Gemcom for technology and services. The Company is home to world-renowned mining solutions like GEMS, Surpac, Minex, Whittle, and InSite and to industry thought-leaders who are pushing the boundaries of what’s possible in mining. Established in 1985, Gemcom has a global reach delivering comprehensive solutions in all major mining centres in more than 90 countries. Every major mining company, including BHP Billiton, Codelco,
De Beers, Newmont and Vale, is a Gemcom client. Through a combination of organic growth and strategic acquisitions, the Company has become the largest global supplier of specialised mining productivity solutions. Gemcom is listed on the TSX under the ticker “GCM.” For more information, visit www.gemcomsoftware.com.
This press release contains forward-looking statements concerning the future performance of Gemcom’s business, its operations, and its financial performance and condition. These forward-looking statements are based on management’s current expectations and judgment. The Company cautions readers that all forward-looking information is inherently uncertain and actual results may differ materially from the assumptions, estimates, or expectations reflected or contained in the forward-looking information, and that actual future performance will be affected by a number of factors, including but not limited to economic conditions, technological change, and changes in competitive factors, many of which are beyond the Company’s control. Risks and uncertainties that could affect Gemcom’s business are discussed more extensively in the MD&A section of the Company’s most recent annual report and annual information form, which are available on the Company’s website or on SEDAR at www.sedar.com. Future events and results may vary significantly from what management currently foresees. These forward-looking statements are made as of the date of this release and management assumes no obligation to update or revise these statements to reflect new events or circumstances.
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Gemcom, the Gemcom logo and combinations thereof, are trademarks of Gemcom Software International Inc. GEMS, Surpac, Minex, Whittle, MineSched,
PCBC and Gemcom InSite are either registered trademarks or trademarks of
Gemcom Software International Inc.
For More information Contact:
Gemcom Investor Communications
Garth Albright, Chief Financial Officer
+1 604 684 6550
[email protected]
Gemcom Corporate Communications
Mark Bese, Marketing Communications Manager
+1 604 684 6550 ext. 4481
[email protected]
JMI Equity Communications
Chuck Dohrenwend, Senior Vice President
The Abernathy MacGregor Group
+1 212 371 5999
[email protected]
The Carlyle Group Communications
Ellen Gonda, Director of Communications for the Americas
+1 212 813 4821
[email protected]
Pala Investments Holdings Limited
Gregory Radke, Senior Vice President, Pala Investments AG
+41 41 5690 90 70
[email protected]