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Filed by Edgewater Technology, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule
14a-12
Under the Securities Exchange Act of 1934
Subject Company: Edgewater Technology, Inc. (Commission File No. 000-20971)
October 18, 2018
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Edgewater Directors Declare Conditional Special Cash Dividend
Wakefield, Massachusetts
October 18, 2018 Pursuant to the previously announced business combination agreement under which each of
Edgewater Technology, Inc. (Edgewater), a Delaware corporation listed on the NASDAQ Global Market (NASDAQ: EDGW), and Alithya Group Inc., a Quebec private company (Alithya), will become wholly-owned subsidiaries of Alithya
Group inc. (New Alithya), the Edgewater Board of Directors declared a conditional special cash dividend, payable to holders of record of Edgewater common stock as of October 31, 2018, in the amount of U.S.$1.15 per share of
Edgewater common stock. If the business combination is by then completed, the special cash dividend will become payable on or about November 9, 2018.
The special cash dividend will be paid only if the business combination is completed. Completion of the business combination is subject to certain conditions
including, among others, approval by the shareholders of each of Edgewater and Alithya, approval of New Alithyas applications for listing its shares on the NASDAQ Global Market and the Toronto Stock Exchange, and approval by the Superior Court
of Québec. There can now be no assurance that these listing applications will be approved or the other closing conditions satisfied.
For
information concerning the potential tax consequences of the special cash dividend to Edgewater stockholders, Edgewater stockholders should read the sections of New Alithyas definitive prospectus/proxy statement dated September 28, 2018
entitled
Risk Factors Risks Related to the Tax Consequences of the Merger and the Arrangement The tax treatment of the merger and arrangement to Edgewater
Stockholders is uncertain and cannot be known until the merger
is completed
commencing on page 51 and
Certain Tax Consequences of the Merger and the Arrangement
commencing on page 90. The definitive prospectus/proxy statement and other materials are available on
Edgewaters website at ir.edgewater.com, as well as at http://www.viewourmaterial.com/EDGW, and with the SEC at www.sec.gov.
About Edgewater
Edgewater (NASDAQ: EDGW) helps business leaders drive transformational change through its unique selection of business and technology services and
specialized product-based solutions.
Classic consulting disciplines (such as business advisory, process improvement, organizational change management,
and domain expertise) are blended with technical services (such as digital transformation, technical roadmaps, data and analytics services, custom development, and system integration) to help organizations get the most out of their existing IT
assets while creating new digital business models.
Delivering both on premise and in the cloud, Edgewater partners with Oracle and Microsoft to offer
Business Analytics, BI, ERP, EPM and CRM solutions. Edgewater Ranzal, an Oracle Platinum Consulting Partner, provides Business Analytics solutions leveraging Oracle EPM, BI, and Big Data technologies. Edgewater Fullscope delivers innovative
Microsoft ERP, CRM and BI solutions. The award-winning company is one of the largest resellers of Microsoft Dynamics 365 (formerly Dynamics AX and CRM).