Enhances Bell's offering to Canadian small and medium businesses
MONTREAL,Dec. 9 2004 --
Bell Canada and Nexxlink Technologies
(TSX: NTI) - a Montreal-based provider of integrated IT solutions - announced
today that Bell will offer to acquire all of the outstanding shares of
Nexxlink at a price of $6.05 per share for an equity value of approximately
"This acquisition will enhance Bell's comprehensive set of integrated IT
and telecommunications solutions that is important to the growth and
competitiveness of Canadian Small and Medium-sized businesses," said Karen
Sheriff, President, Small & Medium Business at Bell Canada. "This is another
step that builds on our capability as the trusted technology advisor to SMBs
across the country."
Bell will acquire Nexxlink's expertise in business operation automation
software, outsourcing solutions, consulting and technical services, and
infrastructure solutions. The making of the offer is subject to conditions
described below. Closing of the transaction is expected to occur in February
"We are delighted with this transaction for our company's shareholders,
employees, customers and business partners alike," said Karol Brassard,
Nexxlink's Executive Chairman of the board. "Nexxlink has created strong
shareholder value over the past year. This is a great opportunity to take our
IT business to the next level and create new opportunities to better serve SMB
"Our strong customer focus and very compelling IT solutions offering has
helped us create rapid growth in our client base, gain significant momentum in
the marketplace and improve our profitability. This transaction is a perfect
fit with Bell's initiative to extend its IT capability in the SMB space," said
Robert Courteau, Nexxlink's President and Chief Executive Officer.
The offer, to be made through a subsidiary of Bell Canada, will be an
insider bid under applicable securities regulation as a result of Bell
Canada's and its affiliates' relationships with CGI Group Inc. and its
subsidiaries, a significant shareholder of Nexxlink. A special committee
appointed by Nexxlink's Board of directors was formed to consider the offer
and to supervise the preparation of a formal valuation of the common shares of
Nexxlink. The offer provides Nexxlink shareholders with the opportunity to
fully monetize their investment.
The special committee retained Ernst & Young Orenda Corporate Finance
Inc. to prepare the formal valuation which was delivered on December 9, 2004.
Ernst & Young Orenda Corporate Finance Inc. advised the special committee that
the fair market value of the common shares of Nexxlink is within a range of
$4.55 to $5.09 per share. At $6.05 per share, the offer thus represents a
premium of approximately 26% over the mid point of the fair market value range
as determined by Ernst & Young Orenda Corporate Finance Inc.
The Board of directors of Nexxlink has also received an opinion from
National Bank Financial Inc. that the offer is fair from a financial point of
view to the shareholders of Nexxlink. The Board of directors of Nexxlink -
with the exception of certain directors, who, although concurring with the
determination and recommendation of the Board of directors and the special
committee, abstained from voting solely due to their positions as directors,
officers or significant shareholders of parties who have an interest in this
transaction - has recommended that Nexxlink shareholders accept the offer.
Nexxlink has agreed to support the offer and not to solicit or initiate
discussions or negotiations with any third party regarding Nexxlink. Under
certain circumstances, Nexxlink has agreed to pay the offeror a break-up fee
of $2,285,000, and the offeror has three clear business days to match any
Key Nexxlink shareholders, including Karol Brassard, Nexxlink's Executive
Chairman, and Conseillers en gestion et informatique CGI Inc. and Conseillers
en systèmes d'information et en gestion CGI Inc., subsidiaries of CGI Group
Inc., who collectively own approximately 41% of the outstanding common shares
of Nexxlink on a fully-diluted basis, support the transaction and have agreed
to tender their shares to the offer.
The offer will be subject to customary conditions, including regulatory
approvals and acceptance by (i) at least 66 2/3% of the total number of issued
and outstanding Nexxlink common shares, calculated on a fully-diluted basis,
and (ii) not less than a majority of the total number of issued and
outstanding Nexxlink common shares, calculated on a fully-diluted basis,
excluding any common shares that may not be included as part of the minority
approval of a second step transaction.
In addition, the making of the offer will be subject to the condition
that all required securities regulatory authority approvals, consents and
exemptive orders required in connection with the entering into of a non-
competition agreement with Karol Brassard and certain entities controlled by
Mr. Brassard and amendments to be made to the existing services agreement to
which they are party, and entitlements thereunder, are obtained on terms and
conditions satisfactory to the offeror and Bell. There can be no assurance
that such approvals, consents and exemptive orders will be obtained.
Nexxlink's common shares are listed on the TSX under the symbol NTI. The
closing price of Nexxlink's common shares on December 8, 2004 was $6.05.
The take-over bid circular is expected to be mailed to Nexxlink's
security holders during the week of December 20, 2004. Bell Canada was advised
by Scotia Capital Inc. and Nexxlink was advised by National Bank Financial
Inc. on this transaction.
About Bell Canada
Bell Canada, Canada's national leader in communications, provides
connectivity to residential and business customers through wired and wireless
voice and data communications, local and long distance phone services, high
speed and wireless Internet access, IP-broadband services, e-business
solutions and satellite television services. Bell Canada is wholly owned by
BCE Inc. For more information please visit www.bell.ca .
About Nexxlink Technologies Inc.
Involved in the information technology (IT) industry since 1977, Nexxlink
Technologies Inc. is a leading Canadian provider of integrated IT solutions.
Nexxlink's integrated solutions allow its clients to maximize their return on
invested IT capital and focus on their core competencies. The Company is
renowned for the quality of its solutions and its customer service. Nexxlink
has annual sales of approximately $125 million and employs some 900 people
across the country.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements made in this press release, including, but not limited
to statements referring to the acquisition by a subsidiary of Bell Canada of
the issued and outstanding common shares of Nexxlink, and other statements
that are not historical facts, are forward-looking and are subject to
important risks, uncertainties and assumptions. The results or events
predicted in these forward-looking statements may differ materially from
actual results or events.
Factors that could cause results or events to differ materially from
current expectations include, among other things: the fact that the offer to
acquire all of the issued and outstanding common shares of Nexxlink is subject
to customary conditions such as regulatory approvals, including approval by
the Competition Bureau and acceptance by (i) at least 66 2/3% of the total
number of issued and outstanding Nexxlink common shares, calculated on a fully-
diluted basis, and (ii) not less than a majority of the total number of issued
and outstanding Nexxlink common shares, calculated on a fully diluted basis,
excluding any common shares that may not be included as part of the minority
approval of a second step transaction; the fact that the offer to acquire all
of the issued and outstanding common shares of Nexxlink is subject to all
required securities regulatory authority approvals, consents and exemptive
orders in connection with the entering into of a non-competition agreement
with Karol Brassard and certain entities controlled by Mr. Brassard and
amendments to be made to the existing services agreement to which they are
party, and entitlements thereunder; our ability to integrate the assets and
operations of Nexxlink to be acquired with ours; and the intensity of
The forward-looking statements contained in this press release represent
our expectations as of December 9, 2004 and, accordingly, are subject to
change after such date. However, we disclaim any intention and assume no
obligation to update any forward-looking statements, whether as a result of
new information or otherwise.
For further information: Bell Canada: Catherine Hudon, Media Relations,
(416) 581-3311; Nexxlink: Karol Brassard, Executive Chairman, Robert Courteau,
President and CEO, (514) 828-4428; Carlo Tarini (Impact
communications-marketing), (514) 916-2436
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