Warrant Symbol - DDY.WT
Number Trading -
Expiration Date -
Cusip -
Warrants called to trade news:
Lor completes QT with Time
Industrial and Malibu
2005-08-03 15:24 MT - News Release
Lor Capital Inc. has closed its
qualifying transaction with Time
Industrial Inc., Malibu Engineering
& Software Ltd., and all of the
securityholders of Time and Malibu,
in accordance with the policies of
the TSX Venture Exchange. Malibu is
a private Calgary-based enterprise
software company that provides
workflow automation applications and
services that enable companies to
more efficiently manage the life
cycle of their resource assets. Time
is a private Edmonton-based company
offering a software-based solution
for cost and progress management of
third party contractors.
Pursuant to the qualifying
transaction, Lor has changed its
name to Decision Dynamics Technology
Ltd. (DDTL) and consolidated its
share capital on a 1:3.0435 basis. A
total of 32,456,271 common shares of
DDTL, on a postconsolidation basis,
were issued to the securityholders
of Time and Malibu.
Concurrently with the closing of the
qualifying transaction, DDTL
completed a public offering of units
in the amount of $8.5-million at a
price of 55 cents per unit. Each
unit consists of one common share of
DDTL and one-half of a common share
purchase warrant. Each whole warrant
entitles the holder to purchase one
common share of DDTL for a period of
18 months at a price per share of 70
cents. Canaccord Capital Corp. and
Wellington West Capital Inc. acted
as agents for the concurrent public
offering. The agents received cash
compensation equal to 8 per cent of
the gross proceeds of the offering,
excluding proceeds from lead orders
in the total amount of $2.5-million.
The agents also received an 18-month
option to purchase, in total,
872,727 common shares of DDTL at a
price per share of 55 cents.
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The common shares of DDTL are
expected to be listed on Tier 1 of
the TSX Venture Exchange under the
stock symbol DDY. The common share
purchase warrants issued under the
public offering are also expected to
trade on Tier 1 of the TSX Venture
Exchange under the stock symbol
DDY.W.
As a result of the closing of the
qualifying transaction and public
offering, there are 51,360,792
issued and oustanding common shares
of DDTL, of which 26,783,857 are
subject to a Tier 1 value security
escrow agreement entered into
between DDTL and Computershare
Investor Services Inc.
A portion of the proceeds from the
concurrent public offering, together
with the combined working capital of
Time, Malibu and DDTL, as a result
of the completion of the proposed
qualifying transaction, was used for
the acquisition of the shares of
812899 Alberta Ltd. In addition, the
proceeds will be applied to working
capital purposes and, in particular,
to develop and integrate Malibu and
Time's sales and marketing teams,
expansion into the United States and
for additional product development.
DDTL will focus on offering
integrated asset life cycle
management and contractor management
solutions.
Directors and management team
At the closing of the qualifying
transaction, Clifford Besner, Pierre
A. Raymond, Leonard Sheiner, Issie
Wiseman and George Roy McKay Bonnell
resigned as directors of Lor
Capital/DDTL, and Gerry Bleau, Evan
Chrapko, Vernon Lobo and Derek
Smyth, all current directors of
Time, together with William Dimma
and Elson McDougald from the current
board of Malibu, were appointed to
the board of directors of DDTL.
Michael Weinberg is the sole former
director of Lor Capital remaining on
the board of directors of DDTL
following the completion of the
qualifying transaction. The new
senior management team of DDTL
consists of William Dimma as
chairman of the board, Gerry Bleau
as chief executive officer, Cecil
Shewchuk as president, David Hunt as
chief financial officer, Justin
Zinke as chief operating officer,
and Evan Chrapko as chief strategy
officer.
The following are brief resumes of
the new senior officers and
directors of DDTL following the
qualifying transaction:
William Dimma, director and chairman
of the board
Mr. Dimma was educated at the
University of Toronto, York
University and Harvard University,
where he earned a doctorate in
business administration. He has held
a number of senior line positions
with major Canadian companies,
including the presidencies of
Torstar Corporation and Royal
LePage. He is currently board
chairman of Home Capital Group,
Malibu Engineering and Software Ltd.
and Royal LePage commercial advisory
board. He also sits on the board of
directors of several major Canadian
companies, as well as of various
not-for-profit institutions. He was
appointed to the Order of Canada in
1996 and the Order of Ontario in
2000. His book, Excellence in the
Boardroom (John Wiley & Sons) was
published in 2002.
Gerry Bleau, chief executive officer
and director
Mr. Bleau joined Time in May, 2004,
as president and chief executive
officer, bringing extensive senior
executive experience. Prior to
joining Time, Mr. Bleau was with
J.D. Edwards, where he held the
positions of vice-president and
general manager for Canada and later
senior vice-president, managing more
than 800 people in the Americas and
Asia-Pacific regions. Mr. Bleau
holds a bachelor of commerce degree
(1975) and an MBA degree (1986) from
Concordia University in Montreal.
Cecil Shewchuk, president
Mr. Shewchuk provided strategic
consulting services to Malibu
beginning in April, 2004, and became
the chief executive officer in
October, 2004. He brings more than
30 years of experience as a business
leader in the development and
commercialization of advanced
software solutions for the process
industries. Mr. Shewchuk's
accomplishments include starting his
own company, Sacda Inc., a process
simulation software company, and
senior management positions in
global companies such as Honeywell
International Inc. and Aspen
Technology Inc. Mr. Shewchuk holds a
PhD in chemical engineering from
Cambridge University.
David Hunt, chief financial officer
Mr. Hunt joined Malibu in December,
2003, as chief financial officer. He
is a chartered accountant with 30
years experience in the oil and gas
and technology sectors and with
public companies listed in Canada,
the United States and the United
Kingdom. Mr. Hunt held senior
positions with Dome Petroleum
Limited, BP (Amoco) Canada and
TransCanada PipeLines Inc. Mr. Hunt
holds a bachelor of arts (economics)
degree from the University of
Calgary.
Justin Zinke, chief operating
officer
Mr. Zinke joined Malibu in July,
2004, as vice-president operations.
He has more than 20 years of
international experience in the
management of advanced application
projects for the process industries
including refining and petrochemical
process technology with UOP. Mr.
Zinke was most recently
vice-president product portfolio
management and corporate best
practices at Aspen Technology Inc.
Mr. Zinke holds a bachelor's degree
in chemical engineering from Montana
State University and an MBA degree
from the University of Chicago.
Evan Chrapko, director and chief
strategy officer
Mr. Chrapko, founder and chairman of
Time, holds a bachelor of commerce
degree (with distinction) from the
University of Alberta (1988), a
professional chartered accounting
designation, and a law degree from
Columbia University in New York
(1995). Mr. Chrapko founded Time in
2000. Prior to founding Time, Mr.
Chrapko founded, built and sold the
DocSpace Company Inc. for
$568-million (U.S.) in a period of
less than three years. Mr. Chrapko
is a graduate of the Henry Crown
fellowship program at the Aspen
Institute, an international
think-tank that fosters
well-rounded, effective and ethical
leadership. In 2000, Mr. Chrapko was
named by the Canadian Consulate in
San Jose, Calif., and the Leaf
Initiative as one of the top 10
people to influence the technology
sector. Mr. Chrapko is a member of
the Young Presidents' Organization
and is a board member of the
Canadian Institute for Advanced
Research.
Vernon Lobo, director
Mr. Lobo is currently the managing
director of Mosaic Venture Partners,
a private venture capital fund. Mr.
Lobo's career includes experience in
entrepreneurial ventures,
technology, strategic consulting and
venture capital. Previously, Mr.
Lobo was a partner with a leading
Canadian venture capital fund
focused on technology-based
enterprises. Prior to that, he was a
consultant at McKinsey & Company,
serving Fortune 500 clients in the
telecommunications and information
technology sectors. Earlier in his
career, Mr. Lobo worked in software
development and engineering at
Northern Telecom. Mr. Lobo holds a
bachelor of science in engineering
degree from the University of
Waterloo and an MBA. degree from the
Harvard Business School, where he
was a Baker scholar.
Derek Smyth, director
Mr. Smyth joined EdgeStone Capital
Partners as a partner in February,
2004. Prior to joining EdgeStone,
Mr. Smyth was president and chief
executive officer of Bridgewater
Systems Corporation. Before joining
Bridgewater Systems, he held the
position of chief operating officer
at Ironside Technologies, where he
was responsible for the overall
direction of global business
development, marketing, sales
operations and product development.
Previously, Mr. Smyth held a number
of positions with Bay Networks
Canada and Radius Inc. Mr. Smyth
holds a bachelor of arts degree
(commerce and economics) from the
University of Toronto and completed
the Enterprise Program for Growing
Companies (EPGC) at Stanford
University.
Michael Weinberg, director
Mr. Weinberg is founder and
president of Omni Capital Inc. and
former president of Lor Capital. Mr.
Weinberg has acted as a consultant
for initial public offerings for a
number of companies and has also
structured, developed and sold
numerous tax shelter investments via
private placements and public
offerings. Mr. Weinberg has been on
the board of directors of 11 oil and
gas companies. Nine of the companies
were capitalized via initial public
offerings in Quebec and two via
private placements. Prior to
establishing Omni Capital Inc., Mr.
Weinberg was an officer with
Richardson Greenshields of Canada,
McLeod Young Weir and Yorkton
Securities Inc., where he was
involved in corporate finance,
investment analysis and research.
Michael Weinberg holds a bachelor of
science degree from McGill
University and an MBA degree from
Columbia University.
Elson McDougald, director
Mr. McDougald is the chairman,
president, chief executive officer
and a director of Western Lakota
Energy Services Inc. He founded
Laredo Drilling Ltd. and was the
chief executive officer and a
director of Tetonka Drilling Inc.
Mr. McDougald has been a director of
Alberta Treasury Branches and Vencap
Equities Alberta Ltd. He is
currently a member of the board of
directors of Phoenix Technology
Services Inc. and CCR Technologies
Ltd.
In addition, upon closing of the
qualifying transaction, Nexia
Friedman, chartered accountants,
resigned and KPMG LLP, chartered
accountants, were appointed as
auditors of DDTL.
About Malibu Engineering & Software
Ltd.
Malibu is an enterprise software
company that provides workflow
automation applications that enable
companies to more efficiently manage
the life cycles of resource assets.
Through a business process modelling
software engine, which is the
subject of patent applications by
Malibu, the Malibu solution consists
of preconfigured modules that can be
customized to a customer's existing
proprietary workflow and best
practices. Malibu's solution
delivers operational efficiencies
and improved cost control by
automating business processes
resulting in accurate and near
real-time data and by monitoring
regulatory and compliance
requirements. The Malibu solution
consists of software, professional
services and support that can be
used in all resource-based
industries, and has multiple sector
market opportunities.
Malibu's primary application,
Wellcore, is an oil and gas well
life cycle management solution
developed from Malibu's domain
knowledge in the oil and gas
industry. Wellcore enables oil and
gas companies to automate the
workflow involved in managing
various phases in the life cycle of
oil and gas wells, including
geology, drilling, completions,
regulatory compliance, reclamation
and abandonment. In early 2005, the
solution was extended to pipeline
life cycle management.
Malibu uses a direct sales model to
address its current target market.
Its strategy for penetrating the
international market is to build a
strong customer base in North
America and expand the Malibu
solution into these customers'
international operations.
Malibu's revenue model comprises
software licence fees, professional
services, software maintenance fees
and support charges. The software
licence fee is derived from: an
annual fee per office server per
Wellcore module, an annual fee per
Wellcore module per office user, and
a daily fee per rig in the field.
Customer contracts are typically
entered into for a term of three
years.
Malibu has built a significant
presence in the Canadian oil and gas
industry with more than 70 software
clients. In addition, nine of the 15
major Canadian oil and gas producing
companies use Malibu products in
their domestic, and in some cases,
international operations.
About Time Industrial Inc.
Time develops, markets, implements
and supports a software-based
solution that helps large companies
control and manage the costs and
progress of work performed by
outside contractors. Through an
application service provider
delivery model, the TI solution acts
as a third party "neutral
clearinghouse" processor of
transaction data generated between
project owners and contractors. The
TI solution allows for a reduction
in the resources required to manage
the relationships between project
owners and contractors while
addressing the key frictional
issues, namely, data accuracy,
transparency and timeliness of
payment. Large organizations in
industries such as oil and gas and
utility sectors use the TI solution
in their asset life cycle activities
to administer and complete projects
such as outages, turnarounds,
shutdowns, capital construction and
maintenance projects.
Time enables its customers to
monitor job costing and progress in
real time for outsourced industrial
projects by capturing accurate
inputs and completions with respect
to labour, equipment, materials and
expenses. Time's services and
software assist in optimizing
project cost controls that can
result in reduced project budget and
schedule risks.
Time's solution acts as a neutral
clearinghouse between project owners
and contractors:
Owners are generally large, publicly
traded corporations that own
multibillion dollar capital assets
which require massive capital
expenditures annually.Contractors
that Time monitors range from very
small to very large firms that
provide dozens, hundreds or
thousands of skilled labourers,
equipment and materials to complete
capital and/or maintenance projects
for owners. The TI solution compiles
all of the contractual elements of
an agreement between a project owner
and a contractor into a TI-hosted
software platform which acts as a
neutral clearinghouse of transaction
data between the parties. Owners and
contractors each benefit by having
the complex rules established in
their written contracts applied in
real-time to raw data provided by
the contractor regarding all labour,
material, equipment and delivery of
milestone completions or progress
measures. Contractors can benefit by
receiving quicker payment and
project owners can benefit by
receiving real time actionable
information and increasing the
chances of detecting and reducing
cost overruns. In addition, both
owners and contractors benefit from
a reduction in billing disputes by
using a neutral, single-source data
clearinghouse that validates their
respective obligations.
Time's customers range from Fortune
100 owner-operators of industrial
facilities to contractors having
annual revenues as low as
$40-million.
Time uses a direct sales force to
target the oil and gas market and a
reseller relationship with Pantellos
Corporation to target the utilities
markets in North America. Pantellos,
which was recently acquired by
Perfect Commerce Inc., is a leading
service company for the utility and
energy service industries