Solium Capital Inc. Announces Acquisition of Computershare's North American Employee Stock Option and Transcentive Businesses
CALGARY, August 16, 2010 – Solium Capital Inc. (“Solium”) (TSX: SUM), a leading provider of equity-based incentive and savings plans administration services, is pleased to announce that it is acquiring the North American employee stock option and Transcentive businesses of Computershare Ltd. (“Computershare”). This business consists of the record keeping and administration of employee stock option programs for corporate clients and their employees.
The acquisition will enhance Solium’s presence in the United States and product offering. “With over 900 corporate clients in the United States, the acquisition significantly increases Solium’s footprint in the U.S., an important objective in the Company’s overall strategy”, said Jeff English, Chief Executive Officer and a Managing Director of Solium.
Solium will be acquiring substantially all of Computershare’s property, assets and client contracts associated with this business, including Computershare’s “Transcentive” product offering. Solium will continue to offer this product offering to current and prospective clients. Solium will also enter into a transition services agreement under which Computershare will provide certain services and intellectual property for up to five years in order to effect an orderly transfer of the “Transcentive” product offering.
At the end of this period, Solium will own all of the intellectual property associated with the “Transcentive” product offering. The consideration for the acquisition of the business is U.S. $11,662,500, payable by the issuance of 7,775,000 common shares of Solium at a price of $1.50 per share, and additional potential cash consideration of U.S. $3 million contingent on the revenue generated by Solium from the acquired business in the third year after the acquisition. Under the transition services agreement, Solium will pay Computershare U.S. $22 million over five years.
Based on the financial records of Computershare for the 12 month period ended June 30, 2010, the business generated annual revenues of approximately U.S. $20 million and operating income of approximately U.S.$2 million.
Upon completion of the acquisition, Computershare will own approximately 20% of the outstanding common shares of Solium. Solium has agreed that as long as Computershare owns at least 10% of the outstanding common shares of Solium, Computershare will be entitled to participate in any future treasury issuances to maintain its then current ownership interest in Solium and have the right to have an observer attend Solium Audit Committee meetings. Computershare has also agreed that subject to certain exceptions, Computershare will be prohibited from acquiring more than 20% of the outstanding common shares of Solium. The proposed transaction does not prohibit any person, including Computershare, from making an offer to acquire all of the outstanding common shares of Solium.
The transaction is expected to close in the fourth quarter of 2010. The completion of the transaction is subject to customary closing conditions, including obtaining the approval of the Toronto Stock Exchange and required regulatory approval.
About Solium Capital Inc.
Solium Capital Inc. (TSX: SUM) specializes in the administration and execution of equity-based incentive and savings plans and is setting the industry standard for service excellence, industry knowledge and innovative technical leadership. Solium’s technology platform, Shareworks, is a leading online solution that integrates the management of multiple equity plan types including stock options, share units, and employee share purchase plans on one comprehensive platform.
Forward-Looking Statements Advisory
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “may”, “will”, “should”, “believe”, and similar expressions are intended to identify forward-looking information or statements. Forward-looking statements in this press release include, but are not limited to, statements concerning the anticipated completion of the proposed transaction and the anticipated timing for completion of the transaction, the anticipated effects or results of the acquisition of the business from Computershare, Solium’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, the timing of receipt of regulatory approvals, the competitive environment in which Solium and Computershare operate; the integration of the acquired business into Solium’s operations; 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 forwardlooking 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, the inability to secure necessary
regulatory approvals satisfy the conditions to the completion of the transaction, 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 the acquired business into Solium’s operations; the retention of Computershare’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.