CIMdata PLM Industry Summary Online Archive

14 August 2007

Acquisitions

Rand A Technology Corporation to be Acquired by Ampersand Ventures

Rand A Technology Corporation operating as RAND WorldwideT ("Rand" or the "Company") and funds managed by Ampersand Ventures ("Ampersand"), a leading private equity firm, announced that they have entered into a definitive agreement ("Agreement") for Ampersand's funds to acquire Rand. All dollar amounts are in Canadian dollars.

Under the terms of the Agreement, a new acquisition company controlled by Ampersand's funds will acquire all of the issued and outstanding common shares of Rand for a cash purchase price of $2.10 per common share, amounting to total consideration of approximately $43 million. The $2.10 per common share consideration represents more than a 50% premium over the $1.39 closing price for Rand common shares on the Toronto Stock Exchange on Monday, August 13, 2007.

The acquisition of Rand is to be carried out by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") and will require the approval of Rand shareholders at a special meeting expected to be held in October 2007. The Arrangement will be subject to the approval of two-thirds of the votes cast by holders of Rand common shares represented in person or by proxy at the special meeting, as well as by a majority of the votes cast by such shareholders, excluding certain interested management shareholders. A management information circular setting out the details of the Arrangement is expected to be mailed to Rand shareholders in September 2007. The Arrangement will also be subject to the approval of the Superior Court of Justice of Ontario, as well as certain other customary conditions described in the Agreement.

A Special Committee of the Board of Directors of Rand, comprised of independent directors, reviewed the Arrangement in consultation with its legal and financial advisors. CIBC World Markets Inc. acted as financial advisor to Rand and has provided an opinion to the Special Committee and the Board of Directors advising that the consideration to be offered under the Arrangement is fair, from a financial point of view, to Rand shareholders. The Special Committee unanimously recommended the approval of the Arrangement to the Company's Board of Directors. The Rand Board of Directors determined that the Arrangement was in the best interests of Rand and its shareholders and the Board unanimously recommends that Rand shareholders vote in favour of the Arrangement.

"After careful consideration, the Rand Board of Directors concluded that this is the right transaction for Rand and our shareholders," said Brian Semkiw, Rand's Chairman of the Board of Directors. "We believe this transaction represents good value to our shareholders, who are getting an attractive premium for their shares." Shareholders may obtain a copy of the Agreement, management information circular and other meeting materials when they become available at www.sedar.com .

Second Quarter Results

Rand also announced its financial results for the second quarter ended June 30, 2007. Revenue for the three months ended June 30, 2007 was $26.0 million, up 7.4% from the second quarter of 2006, with revenue from the IMAGINiT business at $20.9 million, an increase of 11.5% from the second quarter of the prior year. Negative EBITDA for the quarter was $2.1 million, compared to positive EBITDA of $0.6 million in the second quarter of 2006. The Company incurred a net loss from continuing operations of $2.3 million or a net loss per share of $0.11 for the quarter, compared to net income from continuing operations of $0.5 million or net earnings per share of $0.02 in the second quarter of the previous year. Net loss for the quarter was $2.6 million resulting in a net (basic) loss per common share of $0.13, compared to net income of $0.06 million or net earnings per share of $0.00 in the second quarter of the previous year.

The Company will release its full financial results for the second quarter in a press release later today. The Company's unaudited consolidated financial statements as at and for the three month period ended June 30, 2007, together with the accompanying Management's Discussion and Analysis of such financial results, will be available at the Company's website http://www.rand.com/ and at http://www.sedar.com/ today.

About Ampersand Ventures

Ampersand, founded in 1988 as a spin-off of PaineWebber, is a leading private equity firm dedicated to building equity value through active collaboration. Ampersand has raised limited partnerships with a cumulative capitalization exceeding $800 million to pursue a stage-independent investment strategy across a broad range of industry sectors, including manufacturing software, health care technology, and industrial products. Ampersand has been an active investor in companies in the CAD/CAM/CAE/PLM community, including Moldflow.

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