Vancouver, November 29, 2007 – Solarsoft Business Systems ( “Solarsoft”), a portfolio company of Marlin Equity Partners, LLC, and VantagePoint Systems, Inc. TSX-V:VPG (“VantagePoint”) announced today that VantagePoint has entered into an agreement (the “Support Agreement”) with Solarsoft pursuant to which Solarsoft will offer (the “Offer”) to purchase all of the issued and outstanding common shares of VantagePoint at a price of $0.70 USD per share. The Offer represents a premium of 73% to the closing price of VantagePoint common shares on the last trading day prior to announcement.
The transaction will be made pursuant to a take over bid and will be conditional on at least 66.66% of VantagePoint’s common shares being tendered to the Offer and other customary terms for a transaction of this type. The Support Agreement also provides for, among other things, a break fee under certain circumstances as well as a right in favour of Solarsoft to match any competing offers. The take over bid circular is expected to be mailed out to the shareholders of VantagePoint within the next 10 business days and, unless extended, the Offer will expire 35 days following the date of mailing.
The Offer has the unanimous support of the Special Committee of Board of Directors of VantagePoint, to which the Board of Directors delegated all of its powers in connection with consideration of the Offer. The Special Committee has unanimously determined that the Offer is fair, from a financial point of view, to VantagePoint’s shareholders, is in the best interests of VantagePoint and its shareholders, and unanimously recommends that shareholders accept the Offer.
James Hennings, who owns 4,696,761 common shares representing 32% percent of the issued and outstanding VantagePoint common shares on a fully diluted basis, has agreed to tender his VantagePoint shares to the Offer pursuant to a lock up agreement signed in conjunction with the Support Agreement.
“We are very excited about this opportunity to become a part of Solarsoft’s continued success in strengthening its leadership in the ERP marketplace. As a division of Solarsoft, we will continue our commitment to deliver advanced business software solutions and services to our customers, and to the packaging manufacturing industry worldwide. We look forward to becoming a stronger company through access to the financial and strategic resources of Solarsoft, which will greatly benefit all our current and future customers,” comments James Hennings, President & CEO of VantagePoint.
Shawn McMorran, CEO of Solarsoft, states, “We are thrilled to be bringing another strong ERP franchise into the Solarsoft fold. The acquisition of VantagePoint reflects our continued focus on providing significant value to customers within key strategic markets by providing industry leading ERP solutions and customer focus. James Hennings and his management team will continue to lead VantagePoint and we are confident that the combined company’s resources will serve to greatly enhance our product base and customer experience well into the future.”
About VantagePoint Systems, Inc.
VantagePoint develops business software for packaging manufacturing companies and provides complete implementation, product support, and technical services to its customers. VantagePoint’s software solutions address the entire spectrum of packaging manufacturing including corrugated packaging, folding cartons, retail displays, food and beverage packaging, labels, and multi-wall bags. VantagePoint software operates some of the largest packaging companies in the world including Smurfit-Stone, Georgia-Pacific, International Paper, and Menasha Packaging. VantagePoint also operates HRMS, Inc. as a wholly-owned subsidiary that provides business software for entry to mid-size corrugated packaging and retail display manufacturers. Collectively, VantagePoint’s software has been selected by over 700 packaging plants throughout North America and internationally, which positions VantagePoint as one of the leading suppliers of business software and related services to the paperboard and packaging industry. VantagePoint’s headquarters are located in Vancouver, BC, Canada, with offices in Lombard, IL and Leicester, UK. VantagePoint trades on the TSX Venture Exchange under the symbol VPG. For more information, visit www.vpgroup.com.
About Solarsoft Business Systems
In April 2007, CMS Software, Inc. of Toronto and UK-based XKO Software Ltd. merged to form Solarsoft Business Systems. Today, Solarsoft provides modern enterprise software and IT services to manufacturers, distributors and wholesalers in North America, Europe and Asia. Over 1,500 companies rely on Solarsoft systems to bring clarity and efficiency to their business operations. Solarsoft has 25 years experience solving problems in accounting, finance, inventory control, warehouse management, e-commerce, logistics, manufacturing resource planning and management information. Solarsoft now serves customers from 12 offices in North America, Europe and Asia. Solarsoft employs 300 people and generates revenues in excess of $50 million. Solarsoft is a portfolio company of Marlin Equity Partners, LLC.
Certain statements herein relating to the Offer and associated transactions, including statements regarding the terms and conditions of the Offer and associated transactions, may be “forward-looking statements” within the meaning of applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the ultimate terms of the Offer and associated transactions will differ from those that currently are contemplated and that the Offer and associated transactions will not be successfully completed for any reason. These forward-looking statements are made as of the date hereof and VantagePoint assumes no obligation to update any forward-looking statements to reflect new events or circumstances.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.
© 2007 VantagePoint Systems, Inc. All Rights Reserved. BusinessVantagePoint, VantagePoint Accelerate and HRMS are trademarks and/or registered trademarks of VantagePoint Systems, Inc. All other trademarks are trademarks and/or registered trademarks of their respective owners.
This press release is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy in any jurisdiction.