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Minacs Worldwide Agrees to Acquisition By TransWorks Information Services
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Location: Blogs News |
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| Posted by: ITNovaScotia Admin |
Tuesday, June 27, 2006 |
TORONTO, June 23 /CNW/ - Minacs Worldwide Inc. (TSX: MXW) and TransWorks
Information Services Ltd. today announced that they have entered into a
definitive agreement wherein a wholly-owned subsidiary of TransWorks will
offer CDN$5.50 (approximately US$5.00) per share in cash for all outstanding
common shares of Minacs on a fully-diluted basis. ReichmannHauer Capital
Partners, a Toronto-based private investment firm, partnered with the Aditya
Birla Group in its evaluation of the transaction and intends to invest in the
combined entity.
Minacs is Canada's leading Business Process Outsourcing (BPO) provider.
TransWorks is a one of India's leading providers of premium BPO solutions and
is a wholly owned subsidiary of the Aditya Birla Group, one of India's largest
and most-respected business houses. Together Minacs and TransWorks will create
a business with revenues in excess of CDN$330 million,
approximatelyUS$300 million. (Minacs: CDN$290M, TransWorks: CDN$40M).
Norman Betts, Chair of the Board of Directors of Minacs, said: "I am very
pleased that as a result of disciplined efforts and hard work by the Board,
its Special Committee, our management team, and our advisers that we have been
able to find a great new partner for Minacs, for our customers and for our
shareholders. I am proud of this agreement and the future it secures."
Says Mr. Kumar Mangalam Birla, Chairman of Aditya Birla Group: "The
acquisition demonstrates our commitment to emerge as a leading global BPO
services provider and expand our global footprint. The integrated expertise of
both companies will create and provide more powerful and compelling BPO
solutions to clients. The result will be a firm with distinctive industry
knowledge and execution capability delivered through a unique 'same-shore,
near-shore, offshore' global delivery platform. The objective will be to
reliably deliver outstanding BPO services to global clients from anywhere in
the world."
Bruce Simmonds, Chief Executive Officer of Minacs, said: "This deal means
a great future for our clients and our employees. I look forward to working
with the TransWorks team in building a great new international competitor. We
will draw on the strengths, experience and client relationships of both
companies, and our experience on three continents."
TransWorks' offer represents a premium of approximately 44.7% based on
the closing market price of Minacs common shares on the Toronto Stock Exchange
on February 3, 2006 (this was the last completed trading day prior to the
announcement that the late Ms. Elaine Minacs, the company's founder and
principal shareholder, believed a process to maximize shareholder value,
including a sale of the business to a third party, should be launched).
Minacs' stock closed trading on June 23, 2006 at CDN$5.56.
Atul Kunwar, CEO of TransWorks, commented on the offer: "This is a
transformational move for both organizations. It offers many longer-term
opportunities to deliver enhanced services to new and existing clients. Of
course, our top priority in the near-term will be to ensure continuing
consistent and reliable service to both our firms' existing clients."
Philip Reichmann, Co-Founding Partner of ReichmannHauer Capital Partners,
said: "The combination of TransWorks and Minacs creates a BPO provider
positioned for industry leadership. The firm will have an outstanding global
delivery footprint, superior solutions, backed by strong brands and customer
relationships."
The Special Committee's independent financial advisor, Genuity Capital
Markets, conducted an extensive process to analyze approaches to maximize
value for Minacs shareholders. Following a broad canvass of potential
strategic and financial partners, the TransWorks offer is the culmination of
this process. Genuity has provided an opinion to the Minacs Board that, from a
financial point of view, the consideration under the TransWorks' offer is fair
to the Minacs shareholders.
Christine Croucher, Chair of the Special Committee, said: "Getting to
this positive moment has required strict governance and management discipline.
It has been an exemplary process and I want to thank the Board and everyone
involved for their commitment to it."
Since its formation on February 10, 2006, the Special Committee has
considered how best to maximize shareholder value. They recommended and the
Minacs Board approved the definitive agreement. The Board unanimously
recommended that Minacs' shareholders accept the offer and tender their common
shares. The offer will expire 35 days after it is made, unless extended by
TransWorks under the terms of the agreement.
It is expected that the TransWorks offer and the Minacs Director's
circular will be mailed to shareholders before July 10, 2006. In addition to
the customary conditions, TransWorks' offer will be subject to a minimum
tender condition that two-thirds of Minacs common shares outstanding,
calculated on a fully diluted basis, have been validly deposited under the
offer and not withdrawn at the expiry time."
The definitive agreement contains customary provisions prohibiting Minacs
from soliciting any other acquisition proposal. It allows the Minacs Board to
accept and to recommend a superior proposal, if it is required to do so to
avoid breaching its fiduciary duties, and upon payment of a termination fee of
CDN$4.5 million. Under the definitive agreement, TransWorks has the right to
match any such superior proposal.
Andrea Minacs, Minacs Board Member, and daughter of the founder, said, "I
believe that this agreement provides a good opportunity for the company my
mother built to reach new heights, becoming an even stronger competitor. I
know that she would have liked to have had an opportunity to thank all of the
employees for their support and loyalty in these past few months. I deeply
regret that after the painful experiences my mother endured in the final
months of her life, she will not be able to see this new chapter unfold."
Minacs and TransWorks also announced they have entered into a definitive
agreement with the Estate of Elaine Minacs, and with certain entities
controlled by it, (the "EM Shareholders") whereby the EM Shareholders have
agreed to tender all of the common shares of Minacs held by them, subject to
the customary conditions. The EM Shareholders own 10,123,304 common shares,
representing approximately 46.4% of the outstanding common shares. Under the
agreement, the EM Shareholders are entitled to tender their common shares to
any superior proposal recommended by the Board of Directors of Minacs.
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About Minacs
Minacs provides customized business process outsourcing (BPO) solutions
focused on three core areas: contact center solutions, integrated marketing
services, and back office administration. We combine our expertise to improve
revenue, customer service, and operating margin for our clients. With
approximately 6,000 employees from locations in Canada, the US and Europe,
Minacs has established successful practices with clients in the automotive,
financial services, telecom, technology, and government sectors. For more
information, please visit: minacs.com.
About TransWorks
Founded in 1999, TransWorks is one of India's leading business process
outsourcing companies. A wholly owned subsidiary of the Aditya Birla Nuvo
(part of the Aditya Birla Group - one of India's largest and most respected
business group), TransWorks currently employs over 4,200 employees across
facilities in India and Canada, and blends specialised knowledge and expertise
to deliver superior outsourced solutions to Global 1000 financial services,
technology, retail and e-services companies. TransWorks adheres to the highest
standards of quality, data security and confidentiality of client information
and is certified to the COPC-2000 (Release 3.4), ISO 9001:2000 and BS7799
Standards. For more information, please visit: TransWorks.com.
About Aditya Birla
The Aditya Birla Group is a global conglomerate and one of India's
largest business houses. Operating in India for over five decades and globally
for nearly thirty years, the Aditya Birla Group has a turnover in excess of US
$ 8.3 billion. The Group has 72,000 employees of twenty different
nationalities and operations on four continents. Nearly 25 percent of its
revenues come from its global operations. The Group has two joint venture
companies in Canada, the Atholville Pulp Mill and the Nackawic Pulp Mill in
New Brunswick. In India, the Group has a JV in financial services with Sun
Life of Canada and a JV in aluminium business with Alcan. For more
information, please visit: adityabirla.com.
About ReichmannHauer Capital Partners
ReichmannHauer Capital Partners (RHCP) is a Toronto-based private
investment firm of active business builders, driving strategic and operational
improvements and strong financial returns. RHCP seeks investments across
industries where it can bring its experience and global network of
relationships to bear in a manner that positively impacts the revenue, cost
structure and capital structure of its investee companies. For more
information, please visit: rhcapitalpartners.com.
The Toronto Stock Exchange has neither approved nor disapproved the
information contained herein.
Forward-Looking Information
Certain information in this release is "forward-looking information",
which reflects management's expectations regarding the Corporation's future
growth, results of operations, performance and business prospects and
opportunities. In this release, the words "may", "would", "could", "should",
"will", "intend", "plan", "anticipate", "believe", "seek", "propose",
"estimate" and "expect" and similar expressions, as they relate to the
Corporation, are often, but not always, used to identify forward looking
information. Such forward-looking information reflects management's current
beliefs and is based on information currently available to management. Forward
looking information involves significant risks and uncertainties, should not
be read as a guarantee of future performance or results, and will not
necessarily be accurate indications of whether or not or the times at, or by
which, such performance or results will be achieved. In particular, this
release contains forward-looking information pertaining to the completion of
the proposed take-over bid and the general business strategies and plans of
management.
A number of factors could cause actual results to differ materially from
the results discussed in the forward looking information, including, but not
limited to, failure to satisfy the conditions to the Offer and all other
factors discussed under the heading "Risk Factors" in the Corporation's Annual
Information Form dated March 21, 2006. Although the forward looking
information contained in this release is based upon what management of the
Corporation believes are reasonable assumptions, the Corporation cannot assure
investors that actual results will be consistent with this forward looking
information. If the assumptions underlying forward looking information prove
incorrect or if more of the risks or uncertainties materialize, actual results
may vary materially from those described in this release as intended, planned,
anticipated, believed, estimated or expected. This forward-looking
information is made as of the date of this release, and the Corporation
assumes no obligation to update or revise it to reflect new events or
circumstances.
For further information: For further details please make contact as
outlined below: Robin V. Sears, (416) 642-5016, rsears@navltd.com
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