MONTREAL, Nov. 08, 2018 (GLOBE NEWSWIRE) --
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES
Each of Ghyslain Rivard (“Mr. Rivard”), Pierre Turcotte (“Mr. Turcotte”) and Paul Raymond (“Mr. Raymond” and together with Mr. Rivard and Mr. Turcotte, the “Members of the Group of 3”) announce that, in connection with the completion of the previously announced Business Combination (as defined below), the Members of the Group of 3 have each acquired control over securities of Alithya Group inc. (“Alithya”), the whole as set out below.
On November 1, 2018, Alithya completed its previously announced business combination (the “Business Combination”) among Alithya Group Inc. (“Alithya Canada”), a Québec private corporation, 9374-8572 Delaware Inc., a newly-formed wholly-owned Delaware subsidiary of Alithya (“U.S. Merger Sub”), and Edgewater Technology, Inc. (“Edgewater”), a Delaware corporation previously listed on the NASDAQ Global Market (NASDAQ: EDGW). Pursuant to the Business Combination, among other things, (i) Alithya acquired Alithya Canada by way of a statutory plan of arrangement under the Business Corporations Act (Québec) (the “Arrangement”), and (ii) U.S. Merger Sub merged with and into Edgewater, with Edgewater being the surviving corporation (the “Merger”). Following completion of the Business Combination, former shareholders of Alithya Canada and Edgewater became shareholders of Alithya, and each of Alithya Canada and Edgewater became wholly-owned subsidiaries of Alithya.
As consideration for the Arrangement, former shareholders of Alithya Canada received, for each common share of Alithya Canada held immediately prior to the Business Combination, one newly issued Class A subordinate voting share of Alithya (the “Subordinate Voting Shares”) and, for each multiple voting share of Alithya Canada (“Alithya Canada Multiple Voting Shares”) held immediately prior to the Business Combination, one newly issued Class B multiple voting share of Alithya (the “Multiple Voting Shares”). As consideration for the Merger, former shareholders of Edgewater received, for each share of common stock of Edgewater held immediately prior to the Business Combination, 1.1918 Subordinate Voting Shares.
As a result of the Business Combination, Alithya issued an aggregate of 48,403,851 Subordinate Voting Shares and 7,168,984 Multiple Voting Shares. Each Multiple Voting Share entitles the holder thereof to 10 votes per Multiple Voting Share. Each Subordinate Voting Share entitles the holder thereof to one vote per Subordinate Voting Share.
Effective as of the date of closing of the Business Combination:
- Mr. Rivard acquired, directly and indirectly via Services informatiques MixMédia inc. (“MixMedia”), control over an aggregate of 4,962,819 Multiple Voting Shares following the cancellation and conversion of (i) 350,819 Alithya Canada Multiple Voting Shares held directly by Mr. Rivard, and (ii) 4,612,000 Alithya Canada Multiple Voting Shares held indirectly by Mr. Rivard via MixMedia, representing, in the aggregate, approximately 69.23% of the total Multiple Voting Shares issued and outstanding, approximately 8.93% of all of the shares of Alithya issued and outstanding and approximately 41.32% of the total voting rights outstanding of Alithya; and
- Mr. Turcotte acquired, directly and indirectly via 9387-1010 Québec inc. (“9387-1010”), control over an aggregate of 1,634,333 Multiple Voting Shares following the cancellation and conversion of (i) 165,475 Alithya Canada Multiple Voting Shares held directly by Mr. Turcotte, and (ii) 1,468,858 Alithya Canada Multiple Voting Shares held indirectly by Mr. Turcotte via 9387-1010, representing, in the aggregate, approximately 23.26% of the total Multiple Voting Shares issued and outstanding, approximately 3.00% of all of the shares of Alithya issued and outstanding and approximately 13.80% of the total voting rights outstanding of Alithya (when accounting for the 33,400 Subordinate Voting Shares held directly by Mr. Turcotte only with respect to the total voting rights outstanding of Alithya); and
- Mr. Raymond acquired, indirectly via Fiducie Direxions (“Direxions”), control over an aggregate of 571,832 Multiple Voting Shares following the cancellation and conversion of 571,832 Alithya Canada Multiple Voting Shares held indirectly by Mr. Raymond via Direxions, representing, in the aggregate, approximately 7.98% of the total Multiple Voting Shares issued and outstanding, approximately 1.03% of all of the shares of Alithya issued and outstanding and approximately 4.76% of the total voting rights outstanding of Alithya. Mr. Raymond also acquired control over 1,098,160 Multiple Voting Shares that he may acquire through the exercise of 1,098,160 stock options, 763,160 of which that he may acquire within 60 days hereof, in exchange for the 1,098,160 stock options of Alithya Canada held by Mr. Raymond immediately prior to the Business Combination exercisable for 1,098,160 Alithya Canada Multiple Voting Shares. Assuming the issuance of the 763,160 Multiple Voting Shares following exercise of the options within 60 days hereof, Mr. Raymond would have control over 1,334,992 Multiple Voting Shares, representing, in the aggregate, approximately 16.42% of the total Multiple Voting Shares issued and outstanding, approximately 2.40% of all of the shares of Alithya issued and outstanding and approximately 11.03% of the total voting rights outstanding of Alithya.
Mr. Rivard is the indirect majority owner of MixMedia and has the power to direct investments and vote the securities held by such entity. Mr. Turcotte has the sole power to direct the voting of the securities held by 9387-1010. Mr. Raymond is a trustee of Direxions and has the sole power to direct the voting of the securities held by such entity.
For further information or to obtain a copy of the Early Warning Reports filed by each of the Members of the Group of 3, please contact Gladys Caron at 514-285-5552.