Solium Capital Inc. is pleased to announce that it has acquired, through its wholly-owned United States subsidiary Solium Holdings USA Inc., all of the issued and outstanding membership interests of Allecon Stock Associates, LLC. The purchase price for the LLC Interests is US$6,125,000 in cash and 474,381 Solium common shares. The quantity of Solium common shares used as consideration was determined based on a weighted average market price of US$2.11 per share as calculated on the date of signing the letter of intent. The purchase price is subject to working capital adjustments and reductions for any damages payable by Solium USA in relation to the conduct of Allecon's business prior to closing. At closing US$5,125,000 in cash was paid and 237,191 Solium common shares were transferred, with the remaining US$1,000,000 in cash, as reduced for any such damages, to be paid on July 19, 2008 and the remaining 237,190 Solium common shares, as reduced for any such damages, to be released from escrow on July 19, 2009. Solium USA was created in connection with the acquisition and, as a result of the acquisition and an internal reorganization of Solium completed prior to the acquisition, now holds all of the shares of Solium Capital Ltd. and all of the membership interests of Allecon.
In connection with the acquisition, Solium obtained a new C$5,300,000 secured credit facility with a Canadian chartered bank and drew C$3,500,000 million on such facility. Cash due at closing was funded from proceeds of the credit facility and cash on hand.
"e;This acquisition represents another significant step in Solium's evolution towards becoming a prominent player in the U.S. equity administration marketplace providing a core team of dedicated and proven professionals that can now leverage Solium's leading edge technology to accelerate our respective growth aspirations. Allecon has cultivated a reputation for excellence in administrating U.S. based equity plans and we are elated to have been able to conclude this transaction and consolidate our respective strengths"e;, said Jeff English, President and CEO of Solium.
Allecon Stock Associates
Allecon is an independent company focused exclusively on equity plan administration. Since 2002, Allecon has been administering stock option plans, restricted stock plans, employee stock purchase plans and share/unit plans for numerous corporations across the United States. The company is well known for its customized "e;high touch"e; approach, technical expertise and flexibility in administering company equity plans. For the year ended December 31, 2006, Allecon reported (unaudited) revenue of US$2.92 million and pre-tax income of US$683,000. Allecon is located in Southfield, Michigan and has 28 employees.
Solium Capital Inc.
Solium Capital Inc. is a leading global provider of web-based stock plan administration technology and services. Solium's integrated solutions help corporations automate and manage their stock option and stock purchase plans, including comprehensive regulatory and financial reporting. Founded in 1999, Solium Capital has offices in Canada and the United States.
Source: Solium Capital
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