DECIMAL
FRANÇAIS
 

Press releases


Amadeus Announces Pending Acquisition of M3K Solutions, Inc.
And Accelerates its Strategic Positioning into the Sarbanes-Oxley Market

Quebec City, May 30th 2005 - Amadeus Inc. (TSX-V: AML), a leader of flexible compliance process control software solutions, is pleased to announce its plan to acquire M3K Solutions, a Montreal based service and technology company specialized in bringing public companies to comply with Sarbanes-Oxley, Canadian Law 198 and other global corporate governance regulations. This acquisition is pending signature of a final agreement and authorization of regulatory authorities.

M3K Solutions was established in 1999 and employs 30 people including a highly seasoned accounting team with extensive expertise in corporate governance and documentation of business and financial process controls across multiple industries. M3K Solutions’ software technology center in Shawinigan , Quebec , has developed an innovative, comprehensive software suite designed exclusively to help organizations effectively manage corporate performance, productivity, governance, and continuous improvement. M3K’s market success with this suite, and the Management by Results practice that accompanies it, represents over 25% of sales. According to company’s financial statements for the 8 month period ending April 30th 2005 , M3K Solutions has sales turnover of $2,807,923, a net profit of $576,578, and has net assets of $700,006.

“The M3K software solutions coupled with experienced corporate governance experts is very competitive and appealing due to the effectiveness of the combined services and technology as well as its current market traction”, says Mr. Alain Contant, President and Chief Executive Officer of Amadeus.

With this acquisition, Amadeus accelerates its strategic positioning in the expansive corporate governance market. Amadeus currently competes in the manufacturing and life sciences software markets. The company thus speeds up the realization of its long range strategic business plan stating that within three years, 50% of all income will be generated from corporate governance compliance needs. "According to AMR Research, companies will spend more than $80B on compliance-related work between 2005 and 2009, of which 40% will be devoted to compliance to Sarbanes-Oxley, representing approximately $6.2B per year, underlines Mr. Contant. With this new acquisition, Amadeus is poised to effectively address and compete in this huge and fast growing market.”

Under the terms of the transaction, Amadeus offers $3,400,000 for all the issued and outstanding shares of M3K Solutions, Inc. The bid price will be payable as follows: $1,500,000 cash, payable at a rate of $1,250,000 with the transaction and of $250,000 on August 31, 2005, and 5,428,571 newly issued common shares of Amadeus at a price of $0.35 per unit for a counterpart of $1,900,000. A price adjustment clause based on Amadeus’ performance is also included in the letter of intent. This adjustment clause can potentially bring back the price per share to a minimum of $0.25, which would involve a maximum additional issue of 2,171,429 common shares of Amadeus. A part of the acquisition will be financed by a long-term debt guaranteed by Investissement Quebec . Dilution relative to this acquisition is 15.7% from the number of issued and outstanding shares after the transaction. Lastly, fees of intermediation of $100,000 will be paid to an independent consultant.

"Synergy will be derived from customers and service offerings of both companies, says Mr. Jean Bourgeois, President of M3K Solutions, which will join Amadeus’ board of directors. Our expertise in the corporate governance field, matched with Amadeus’ technologies, will allow us to propose a competitive offer, which will include companies’ financial processes audit, testing and control, as well as software solutions for compliance management and continuous improvement.”

"This important transaction marks the first step of our acquisition strategy to enable Amadeus to become the global leader of compliance, says Mr. Contant. Our vision is to offer a comprehensive solution based on high-quality services, structured business processes, a rigorous methodological framework, and a robust technological platform making the whole effective”. Amadeus plans to keep all of M3K Solutions resources and will welcome Mr. Louis-Martin Durand, Vice-president Compliance at M3K Solutions, in its management team.

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.

About M3K Solutions

M3K Solutions helps companies in each stage of their compliance initiatives to corporate governance rules and standards, especially to the Sarbanes-Oxley Act of 2002 and Law 198. Thanks to a group of accounting experts , M3K Solutions works in close cooperation with its clients’ internal and external auditors to make their compliance projects successful. Documentation methodologies, revision and testing of controls, identification and management of non-conformances, management of data-processing controls, M3K Solutions contributes to the implementation of corporate governance best practices and to the increase of its customer’s success rate in meeting their business objectives.

Information:

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

Isabelle Rivoal
Communications Manager
Phone: (418) 525-0606 ext. 2231

M3K Solutions
825, Querbes avenue , Suite 205
Montreal , QC , H2V 3X1 , Canada

Copyright © 2010 DECIMAL                             | Private policy | Terms & conditions | Sitemap