Media Releases
Press Release
February 14, 2007
ACD Systems International Calls Meeting to Approve Going Private Transaction at $0.575 per share
VICTORIA, British Columbia – February 14, 2007 - ACD Systems International Inc. (TSX: ASA), 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 March 19, 2007 to consider the previously announced “going private transaction” at $0.575 per share. The shares are to be acquired by a corporation formed by Douglas O. Vandekerkhove, the Chair and Chief Executive Officer of the Corporation, and three other shareholders of the Corporation.
The going private transaction, if approved by the securityholders of the Corporation and the Supreme Court of British Columbia, would result in the Corporation completing a plan of arrangement (the “Arrangement”) under which shareholders of the Corporation, other than Mr. Vandekerkhove and the three other shareholders of the Corporation, would receive $0.575 per share payable in cash.
An independent committee of the Board of Directors of the Corporation has obtained a valuation of the shares of the Corporation and an opinion as to the fairness, from a financial point of view, of the consideration offered to the shareholders, other than Mr. Vandekerkhove and the three other shareholders of the Corporation, from an independent financial advisor engaged by the committee. In the valuation, the independent financial advisor was of the opinion that the shares of the Corporation have a value of $0.54 to $0.62 per share. The committee has, in part on the basis of the valuation and fairness opinion and after considering other factors, unanimously recommended to the Board of Directors of the Corporation that the Arrangement be submitted to the securityholders for approval and that the shareholders vote in favour the Arrangement. The Committee made no recommendation to the holders of options to purchase shares or to Mr.Vandekerkhove and the three other shareholders of the Corporation.
On February 13, 2007, the Corporation obtained an interim order from the Supreme Court of British Columbia permitting the Corporation to call the meeting. The notice of meeting and an information circular providing details of the Arrangement, including the treatment of both shares and options under the Arrangement, is to be mailed to registered shareholders and optionholders on or about February 22, 2007. The Toronto Stock Exchange provided conditional acceptance of the Arrangement on February 13, 2007.
The interim order requires that the resolution approving the plan of Arrangement be approved by a 2/3rd 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 Mr. Vandekerkhove and the three other shareholders of the Corporation interested in the transaction.
About ACD Systems
Headquartered in British Columbia since 1993, ACD Systems International Inc. (TSX: ASA) is one of the world's leading developers and marketers of digital imaging software, including the renowned ACDSee image management tool and Canvas, an advanced cross-platform technical illustration and graphics program. ACD has delivered value to a global marketplace through Internet distribution and through partnerships with manufacturers and developers. ACD has millions of consumer and business users and over 33,000 corporate customers including many Fortune 500 companies. For further details, please visit us at our corporate web site: http://www.acdcorporate.com/.
ACD, ACD Systems and ACDSee are trademarks or registered trademarks of ACD Systems Ltd. in Canada, the United States, or certain other jurisdictions. Trademarks of ACD Systems Ltd. are used under license by ACD Systems of America, Inc. Canvas is a trademark or registered trademark of ACD Systems of America, Inc. in Canada, the United States, or certain other jurisdictions. Trademarks of ACD Systems of America, Inc. are used under license by ACD Systems Ltd.
Other trademarks, product names, company names, brands and service names mentioned herein are property of their respective owners.
| George Mitchell Chief Financial Officer ACD Systems International Inc. TEL: (250) 544-6700 ir@acdsee.com | Mark Franklin Executive Vice President ACD Systems International Inc. TEL: (250) 544-6700 pr@acdsee.com |
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