Workbrain Corporation on April 2 announced that it has reached a definitive agreement with Infor Global Solutions European Finance, S.A.R.L., under which Infor will acquire all of Workbrain's outstanding common shares at a price of CDN$12.50 per share in cash pursuant to a statutory plan of arrangement. The transaction values Workbrain, on a fully diluted basis, at approximately $227 million dollars.
This all-cash transaction for 100 percent of the company's common shares represents a 25.6 percent premium over Workbrain's volume-weighted average share price on the Toronto Stock Exchange on Friday, March 30, and a 40 percent premium over the volume weighted average price for the most recent 30 trading days on the Toronto Stock Exchange.
The transaction has been unanimously approved by Workbrain's board of directors, which recommends that shareholders vote in favor of the transaction.
"In just over seven years, Workbrain has built the leading workforce management software company based on innovation and attention to the customer. Joining Infor will accelerate our current momentum by providing us access to Infor's 70,000 customers and extensive global distribution network. We believe that all of our stakeholders will benefit from this combination," said David Ossip, chief executive officer of Workbrain.
Infor is the world's largest private software company and third-largest enterprise software provider. It provides applications that run virtually every aspect of a business, from enterprise resource planning to the supply chain, customer relationship management and financial systems. Infor focuses on business-specific solutions, which require less customization, provide more functionality and result in lower cost of ownership.
"Infor's successful business model combines the built-in business experience of focused software providers like Workbrain with the scale, stability and breadth of solutions of one of the largest software providers," said Jim Schaper, chairman and CEO of Infor. "We will continue to invest and build upon Workbrain's solutions. Workbrain expands our current human capital management offering with unmatched domain expertise in the areas of time and attendance, scheduling, absence management and workforce planning."
Roger Martin, the chairman of the board of directors of Workbrain, stated: "We are extremely proud of the business that our management team has been able to build, and the results that are being delivered through this transaction to our shareholders. This announcement follows a comprehensive process which has been supervised by our Board with the assistance of our financial advisors."
The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to customary closing conditions, including regulatory and securityholder approval. The transaction is expected to close in June 2007.