Solium Capital Inc. Announces Acquisition of Allecon Stock Associates, LLC
Calgary, Alberta, July 20, 2007 – Solium Capital Inc. (“Solium”) (TSX: SUM) is pleased to announce that it has acquired, through its wholly-owned United States subsidiary Solium Holdings USA Inc. (“Solium USA”), all of the issued and outstanding membership interests (the “LLC Interests”) of Allecon Stock Associates, LLC (“Allecon”). The purchase price for the LLC Interests is US$6,125,000 in cash and 474,381 Solium common shares. The quantity of Solium common shares used as consideration was determined based on a weighted average market price of US$2.11 per share as calculated on the date of signing the letter of intent. The purchase price is subject to working capital adjustments and reductions for any damages payable by Solium USA in relation to the conduct of Allecon’s business prior to closing.
At closing US$5,125,000 in cash was paid and 237,191 Solium common shares were transferred, with the remaining US$1,000,000 in cash, as reduced for any such damages, to be paid on July 19, 2008 and the remaining 237,190 Solium common shares, as reduced for any such damages, to be released from escrow on July 19, 2009. Solium USA was created in connection with the acquisition and, as a result of the
acquisition and an internal reorganization of Solium completed prior to the acquisition, now holds all of the shares of Solium Capital Ltd. and all of the membership interests of Allecon.
In connection with the acquisition, Solium obtained a new C$5,300,000 secured credit facility with a Canadian chartered bank and drew C$3,500,000 million on such facility. Cash due at closing was funded from proceeds of the credit facility and cash on hand.
“This acquisition represents another significant step in Solium’s evolution towards becoming a prominent player in the U.S. equity administration marketplace providing a core team of dedicated and proven professionals that can now leverage Solium’s leading edge technology to accelerate our respective growth aspirations. Allecon has cultivated a reputation for excellence in administrating U.S. based equity plans
and we are elated to have been able to conclude this transaction and consolidate our respective strengths”, said Jeff English, President and CEO of Solium.
About Allecon Stock Associates, LLC
Allecon is an independent company focused exclusively on equity plan administration. Since 2002, Allecon has been administering stock option plans, restricted stock plans, employee stock purchase plans and share/unit plans for numerous corporations across the United States. The company is well known for its customized “high touch” approach, technical expertise and flexibility in administering company equity plans. For the year ended December 31, 2006, Allecon reported (unaudited) revenue of US$2.92 million and pre-tax income of US$683,000. Allecon is located in Southfield, Michigan and has 28 employees.
About Solium Capital Inc.
Solium Capital Inc. is a leading global provider of web-based stock plan administration technology and services. Solium’s integrated solutions help corporations automate and manage their stock option and stock purchase plans, including comprehensive regulatory and financial reporting. Founded in 1999, Solium Capital has offices in Canada and the United States.
Forward-Looking Statements Advisory
This news release contains statements concerning the anticipated effects or results of the acquisition of Allecon, the effect of Allecon’s deployment of Solium’s proprietary Shareworks technology, Solium’s expected presence in the U.S. equity administration marketplace, Solium’s and Allecon’s growth prospects or other expectations, plans, goals, objectives, assumptions, information or statements about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made regarding, among other things, Allecon’s transition to new products and releases; the competitive environment in which Solium and Allecon operate; the ability of Solium and Allecon to identify, hire, train, motivate and retain qualified personnel; the ability of Solium and Allecon to develop, introduce and
implement new products as well as enhancements or improvements for existing products that respond, in a timely fashion, to customer/product requirements and rapid technological change; the integration of Solium and Allecon; and general economic and business conditions. Although Solium believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Solium can give no assurance that such expectations will prove to be correct. The forward-looking statements are based on Solium’s current expectations, estimates and projections, and are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, among others, general business and economic conditions as well as competitive conditions;
actions of competitors and partners; the regulatory environment; the corporate governance environment and regulatory reporting requirements for Solium’s clients; product capability and acceptance; the integration of Solium and Allecon and the acceptance by Allecon’s current clients of Solium’s software and products; the retention of Allecon’s key employees; Solium’s ability to generate sufficient cash flow from operations to meet its current and future obligations; and Solium’s ability to access external sources of financing if required. The foregoing is not exhaustive and other risks are detailed from time to time in other continuous disclosure filings of Solium. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected.
These forward-looking statements are made as of the date of this press release, and Solium assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable laws.