Amadeus closes a strategic transaction with Fujitsu Consulting

Quebec City, May 3, 2006 – Amadeus inc. “Amadeus” (TSX-V: AML), a pioneer and leader of advanced compliance process control solutions, announced today the conclusion of a transaction to sell its Corporate Governance and Financial Compliance Consulting Unit, formerly known as M3K Solutions, to Fujitsu Consulting, for an amount of three million five hundred eighty thousand seven hundred ninety five dollars ($3 580 795), subject to final approval by the TSX Venture Exchange and some of Amadeus Creditors. Over the last months, M3K Solutions was liquidated into Amadeus. The transaction with Fujitsu Consulting consisted of selling the consulting unit assets: ongoing client engagements, employment and subcontractor contracts, as well as the intellectual property specifically required for the conduct of compliance consulting engagements. Sixty percent (60%) of the agreed amount, that is two million one hundred forty eight thousand four hundred seventy seven dollars ($2 148 477) has been paid up front by Fujitsu Consulting while the remaining portion, forty percent (40%) of one million four hundred thirty two thousand three hundred and eighteen dollars ($1 432 318), will be paid in deferred quarterly installments over a 24 month period.
M3K Solutions Inc., an independent consulting firm in corporate governance and financial compliance, was acquired by Amadeus in June 2005. M3K Solutions Inc. was instrumental in substantially increasing Amadeus’ visibility in the public companies market as well as in providing Amadeus with the knowledge and intellectual capital required to enhance eQCM, its process control software solution, with Sarbanes Oxley and Bill 198 financial and corporate governance content.

 
“In reviewing Amadeus market strategy, business and investment plans since I joined as President and CEO of Amadeus in January of this year, it became apparent that we had to focus our energies on the development and distribution of our compliance process control solution, the eQCM suite, and that a two-pronged strategy would have required substantial investments in two very distinct areas”, says Yves Leblanc. “We thus started to look for a buyer that would enhance the value of our consulting unit while maintaining the quality, integrity and exceptional client service that we have become known for in the corporate governance and financial compliance market. We were also seeking a buyer that could complement Amadeus as a potential partner to accompany our eQCM clients in the deployment of their financial and operational compliance strategies and business processes. Fujitsu Consulting provided the impetus to move forward with this transaction. Fujitsu Consulting is acquiring our consulting unit activities and both the acquirer and Amadeus are engaged in negotiating a partnership agreement that will complement and enhance our compliance process control solution with highly professional consulting services. Amadeus will continue its focus on Sarbanes-Oxley and Bill 198 compliance process control through the development and delivery of a comprehensive solution integrated in eQCM.


During the first and second quarters of 2006 financial year, the M3K division net revenues represented 68.96% of Amadeus total revenues. After the transaction, Amadeus will concentrate its efforts on its core business, that is the development and distribution of eQCM, its compliance process control solution; the activities and revenues of Amadeus will thus be concentrated in perpetual software license sales, annual maintenance revenues and professional services fees. The professional services fees will be solely those related to the implementation and deployment of eQCM.


“Proceeds from the transaction will be used to offset the bank loan that Amadeus took when acquiring M3K. Amadeus bankers have agreed to a loan repayment schedule that is in line with the transaction payment schedule. Amadeus will also use the proceeds to invest into our North American and European business model as well as our direct and indirect commercial networks to substantially increase market awareness, market share, sales velocity and deal flows”, added Mr. Leblanc.


For a better understanding of the transaction and its financial impacts, you will find below a comparison of Amadeus’ December 2005 financial statements and the same period post transaction pro-forma financial statements, including the financing round completed in February 2006.

About Amadeus

Amadeus is a pioneer and leader in compliance process control solutions. Its flagship product, eQCM^®, is a flexible, Web-based integrated suite of applications that allow organizations to map regulated business processes such as CAPA, non-conformances, customer complaints, audits, and other related quality and business processes. The application suite is coupled with powerful business intelligence capabilities, enterprise content management, and related technologies that help organizations achieve sustained compliance. Amadeus's global headquarters are located in Quebec City. Amadeus solutions are distributed across four continents.

For further information :

Amadeus Inc.
400, Jean-Lesage Boulevard, Suite 500
Quebec, QC, Canada  G1K 8W1

Isabelle Rivoal
Communications Manager
Phone: +1 (418) 704-1222, ext. 2231
Email: isabelle.rivoal@amadeussolutions.com