ISV Information Services Corporation

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES


Sylogist Ltd. (TSX VENTURE:SYZ) ("Sylogist") is pleased to announce that it has
entered into a definitive agreement (the "Agreement") pursuant to which Sylogist
will acquire all the outstanding shares of Serenic Canada Inc., Serenic
Software, Inc. and Serenic Software (EMEA) Limited (collectively the "SOCs"),
each a wholly-owned subsidiary of Serenic Corporation ("Serenic"), the companies
under which Serenic conducts virtually all of its business today and which
include Serenic's existing proprietary enterprise application software, all
existing customer relationships, customer contracts, Microsoft and other third
party agreements as well as its tax pools (the "Transaction").


Pursuant to the Agreement, Sylogist will pay approximately $8.0 million (CDN)
cash consideration and assume Serenic's net working capital liability of
approximately $3.8 million (CDN) for 100% of the shares of the SOCs, subject to
closing adjustments. The majority of the net working capital liability relates
to deferred revenue. Serenic's current cash of approximately $3.0 million will
be retained by Serenic. Sylogist is acquiring all rights to the Serenic brand. 


Serenic has formed a new operating division referred to as "Cloudco", which will
retain the SOC's existing intellectual property associated with Serenic's cloud
technology. Cloudco technology enables software applications based on
Microsoft's Dynamics NAV ERP and CRM platforms to be optimized for use on
Microsoft's new cloud technology platform. Sylogist will grant a royalty bearing
OEM license involving certain of the SOC's products to Cloudco. Cloudco will
re-brand and market these solutions to new customers segments that the SOCs have
not historically pursued. The parties intend to work non-competitively to pursue
new volume markets for mutual benefit. 


"The addition of the Serenic Operating Companies strengthens Sylogist's
offerings to the public sector and extends our reach to the non-governmental
(NGO) and non-profit (NFP) markets. The SOCs have customers worldwide, with the
majority headquartered in the United States and Serenic Navigator products for
public sector, NGO and NFP clients are well recognized. One of the SOCs is the
primary provider of payroll and human resources software, under license to
Microsoft, for organizations that use Dynamics NAV ERP products in North
American and certain international markets. Much of Serenic's intellectual
property leverages Dynamics NAV, Microsoft's largest ERP platform. This
acquisition is both financial and strategic for Sylogist, expanding our
operations worldwide. The SOCs serve over 1,500 organizations, generating annual
revenues of $12M in fiscal 2013. Through its significant recurring revenue
contracts, technology, tax pools and access to the Microsoft Dynamics ecosystem,
we foresee Serenic providing Sylogist with growth and a material increase in
financial performance." stated Jim Wilson, Sylogist's President and CEO.


The Transaction is anticipated to close on July 25th, 2014. Closing of the
Transaction is subject to, among other conditions, the approval of the Serenic
shareholders, the receipt of all necessary regulatory and stock exchange
approvals and satisfaction of certain other closing conditions which are
customary in transactions of this nature. 


The Serenic shareholder meeting, wherein shareholders will be asked to vote in
support of the Transaction, is scheduled for July 22, 2014, following the
mailing of an information circular to its shareholders describing the
Transaction. The Agreement provides customary non-solicitation provisions and
Serenic has agreed to pay Sylogist and Sylogist has agreed to pay Serenic, a
termination fee in certain circumstances if the Transaction is not completed. 


The directors of Sylogist and Serenic have unanimously approved the Transaction.
Principal shareholders of Serenic, collectively representing in aggregate 41.6%
of the issued and outstanding shares of Serenic, have entered into support
agreements with Sylogist in which they have agreed to vote their shares of
Serenic in favour of the Transaction.


Details of the Transaction are described in the Purchase and Sale Agreement
which will be made available on SEDAR.


About Sylogist

Sylogist is a technology innovation company which, through strategic
acquisitions, investments and operations management, provides enterprise
application software to public and private sector customers. 


The Company's stock is traded on the TSX Venture Exchange under the symbol SYZ.
Information about Sylogist can be found on SEDAR and at http://www.sylogist.com.


About Serenic Corporation

Serenic is an international software company that conducts its operations
through three active wholly owned subsidiaries: Serenic Software, Inc. ("SSI"),
Serenic Canada Inc. ("SCI") and Serenic Software (EMEA) Limited ("SSE"). 


SSI is a Microsoft Industry Solutions Vendor ("ISV") headquartered in Lakewood
(Denver), Colorado, U.S.A. and which has sales and service employees located in
many states of the USA and in Africa. SSI develops and sells a full suite of
products focused on fund accounting and operational applications for the
not-for-profit ("NFP") and public sector (government and education) markets. Its
principal product "Serenic Navigator" has been sold to and implemented by more
than 500 clients in multiple countries and languages. 


Serenic Canada Inc. ("SCI") has been the exclusively appointed developer and
marketer of payroll and human capital management software applications ("HCM")
for Dynamics NAV software products sold within North America and Mexico. SCI is
responsible for all tasks and functions necessary to provide payroll solutions
for Dynamics NAV customers, including software development, product
enhancements, marketing, distribution, sales, training and support. 


SSE was incorporated in England, for the primary purpose of conducting business
more efficiently with clients situated in Europe and Africa.


The Company's stock is traded on the TSX Venture Exchange under the symbol SER.
Information about Serenic can be found on SEDAR and at http://www.serenic.com.


Forward-looking Statements

This news release contains forward-looking statements relating to the future
operations and profitability of Sylogist or Serenic and other statements that
are not historical facts. Forward-looking statements are often identified by
terms such as "may," "should," "anticipate," "expects," "believe," "will,"
"intends," "plans" and similar expressions. Any statements that are contained in
this news release that are not statements of historical fact may be deemed to be
forward-looking statements. More particularly and without limitation, this press
release contains forward-looking information concerning: the anticipated
benefits of the Transaction to Serenic, its shareholders, and Sylogist,
including anticipated synergies and potential financing sources; the holding of
the shareholder meeting of Serenic; expected tax pools available to Sylogist,
and; the closing of the Transaction. Such forward-looking information is
provided for the purpose of providing information about management's current
expectations and plans relating to the future. Investors are cautioned that
reliance on such information may not be appropriate for other purposes, such as
making investment decisions. In respect of the forward-looking information and
statements concerning the anticipated benefits and completion of the proposed
Transaction and the anticipated timing for completion of the Transaction, each
of Sylogist and Serenic has provided such in reliance on certain assumptions
that it believes are reasonable at this time, including assumptions as to the
ability of Serenic to receive, in a timely manner, the necessary regulatory,
shareholder, stock exchange and other third party approvals; the ability of each
of Sylogist and Serenic to satisfy, in a timely manner, the other conditions to
the closing of the Transaction; and expectations and assumptions concerning,
among other things: interest and foreign exchange rates; planned synergies,
capital efficiencies and cost-savings; applicable tax laws; the sufficiency of
budgeted capital expenditures in carrying out planned activities; the
availability and cost of labour and services; the success of growth projects;
future operating costs; that counterparties to material agreements will continue
to perform in a timely manner; that there are no unforeseen events preventing
the performance of contracts; and that there are no unforeseen material
construction or other costs related to current growth projects or current
operations. The anticipated dates provided may change for a number of reasons,
including unforeseen delays in preparing meeting materials, inability to secure
necessary shareholder, regulatory, or other third party approvals in the time
assumed or the need for additional time to satisfy the other conditions to the
completion of the Transaction. Accordingly, readers should not place undue
reliance on the forward-looking information contained in this press release. 


Since forward-looking information addresses future events and conditions, such
information by its very nature involves inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to the risks associated
with the industries in which each of Sylogist and Serenic operates in general
such as: costs and expenses; interest rate and exchange rate fluctuations;
competition; failure to realize the anticipated benefits of the Transaction and
to successfully integrate acquired companies and assets; ability to access
sufficient capital from internal and external sources; and changes in
legislation, including but not limited to tax laws. Risks and uncertainties
inherent in the nature of the Transaction include the failure of Serenic to
obtain necessary shareholder, regulatory, and other third party approvals, or to
otherwise satisfy the conditions to the Transaction, in a timely manner, or at
all. Failure to so obtain such approvals, or the failure of each of Sylogist and
Serenic to otherwise satisfy the conditions to the Transaction, may result in
the Transaction not being completed on the proposed terms, or at all.


Readers are cautioned that the foregoing list of factors is not exhaustive.
Forward-looking statements contained in this news release are expressly
qualified by this cautionary statement. The forward-looking statements contained
in this news release are made as of the date of this news release, and neither
Sylogist nor Serenic undertake any obligation to update publicly or to revise
any of the included forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly required by
Canadian securities law.


This joint news release does not constitute an offer to sell or the solicitation
of an offer to buy any securities within the United States. The securities to be
offered have not been and will not be registered under the U.S. Securities Act
of 1933, as amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of such Act or other laws.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release


FOR FURTHER INFORMATION PLEASE CONTACT: 
Jim Wilson
President and CEO
Sylogist Ltd.
(403) 266-4808
http://www.sylogist.com

Information Services (TSX:ISV)
Historical Stock Chart
Von Apr 2024 bis Mai 2024

Information Services (TSX:ISV)
Historical Stock Chart
Von Mai 2023 bis Mai 2024