Amadeus International Inc. announces the first closing of its financing
Quebec City, April 25th, 2007 — Following the financial restructuring project announced through a press release on February 26th, 2007, Amadeus International (TSX-V : Aii) (“Amadeus” or the “Company”) announces today the first closing of its financing.
“We are very satisfied with the whole operation and results to date,” said Mr. Yves Leblanc, President and CEO of Amadeus. “The Company has virtually eliminated its long term debt and now has a financial structure that is conducive to the acceleration of its commercial and corporate development, while substantially reducing its interest charges. For qualified investors, the subscription offer of common shares that have not been placed through the rights offering and the stand-by purchase agreement continues at the same terms and conditions until final closing on June 30th, 2007,”
he added.
The financial restructuring plan consisted of three key milestones: the consolidation of outstanding common shares, the rights offering, assorted by a stand-by purchase agreement, and finally, the amendment and conversion of the convertible notes.
Consolidation of outstanding common shares
As announced, Amadeus has proceeded on March 14th, 2007 to the consolidation of all its issued and outstanding common shares (“Shares”) on a basis of twenty (20) old shares for one (1) new share. The number of common shares outstanding, post-consolidation, was 1,752,792 on a non-diluted basis.
Rights offering
Secondly, Amadeus has issued a rights offering to its current shareholders to purchase common shares, said offer having expired on April 20th, 2007. At the expiry date, 1,976,863 subscription rights had been exercised, totaling $494,216 in capital and the issuance of 1,976,863 shares.
Under a stand-by purchase agreement, Société Innovatech Québec et Chaudière-Appalaches, Fier Succès, s.e.c., SIPAR Inc., Fier Cap Diamant, s.e.c., some individuals, as well as Directors, Managers and employees of the Company (“Investors”) have agreed to acquire a maximum of $1,500,000 in new equity to the extent that all rights were not exercised through the rights offering, and this, at the same price per common share and on the same terms and conditions as those offered to shareholders. The stand-by purchase agreement has been executed against the issuance of 6,000,000 common shares.
Under the short form prospectus filed by the Company with the authorities, and under regulation 45-106 on further registration and prospectus exemption, the balance of shares that have not been placed through the rights offering and the stand-by purchase agreement, 8,023,137 common shares, can be acquired by qualified investors on the same terms and conditions until final closing on June 30th, 2007.
Amendment and conversion of the convertible notes
According to the restructuring plan, holders of convertible notes issued by Amadeus have agreed: (i) to relinquish interests, starting July 1st, 2006 for the debentures issued February 2006, and December 1st, 2006 for the debentures issued June 2003, therefore resulting in no balance due, and; (ii) to void their warrants that aggregated to a total of 2,200,000. The conversion price of the convertible notes was adjusted to $0.25 per common share (post-consolidation), i.e. the same price as the rights offering share price. Upon completion of all phases of the plan, all convertible notes have been converted against the issuance of 11,800,000 common shares.
At the end of the first closing, the number of issued and outstanding common shares is 21,529,155 on a non-diluted basis.
Under the stand-by purchase agreement and the conversion of convertible notes, Société Innovatech Québec et Chaudière-Appalaches, with its head office at 925, Grande-Allée, Suite 120, Quebec (Quebec), G1S 1C1, has acquired directly 8,200,000 common shares of the Company, representing 38,11% of shares issued and outstanding on April 24th, 2007, and Fier Succès, a limited partnership having its principal place of business at 350 Franquet, Office 35, Sainte-Foy (Quebec), G1P 4P3, has acquired directly 3,000,000 shares, representing 13,93% of issued and outstanding common shares on April 24th, 2007.
Following the first closing, Société Innovatech Québec et Chaudière-Appalaches has direct control of 8,214,589 (38,16%) shares of the Company, and Fier‑Succès, limited partnership, has direct control of 3,000,000 shares (13,93%).
A copy of the report to be filed in accordance with National Instrument 62-103 ― The Early Warning System and Related Take-Over Bid and Insider Reporting Issues within two days of the present, will be available through Mr. Yves Leblanc, President and CEO, at (418) 525-0606, extension 2246.
Furthermore, Amadeus announces today that, after eight years at the helm of the administration and finance functions of the Company, its Chief Financial Officer, M. Frédéric Garand, decided, in agreement with the Company, to take a career pause and seek new challenges for the future. During his tenure with the Company, Mr. Garand has contributed to multiple rounds of financing, including the one that closed on April 20th last, has been involved in the acquisition and sell back of a division and the transformation of the Company into a publicly traded entity. “In the name of the Board of Directors, senior management and all personnel of Amadeus, we sincerely thank Frédéric for his achievements over the last eight years, and wish him the best success possible in his future projects,” concluded Mr. Leblanc.
Mr. Jean-Pascal Lamontagne, Controller of the Company, will assume the role of Chief Financial Officer on an interim basis.
About Amadeus International Inc.
Amadeus International 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 help manage and control compliance and quality by automating processes such as document management, CAPA, non conformances, customer satisfaction, 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 International's global headquarters are located in Quebec City, Canada. Amadeus' solutions are distributed across four continents.
Any statement that appears prospective shall not be interpreted as such.
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For further information:
Yves Leblanc
President and Chief Executive Officer
(418) 525-0606, ext. 2246
E-mail: yves.leblanc@amadeussolutions.com
Isabelle Rivoal
Communications Director
Phone: +1 (418) 525-0606, ext. 2231
E-mail: isabelle.rivoal@amadeussolutions.com
