THE INVESTOR'S GUIDE TO WARRANTS:
Capitalize on the Fastest Growing Sector of the
Stock Market, Second Edition (Hardcover)
by Andrew McHattie Rating: ISBN-10: 027303751X
Decision Dynamics Technology
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Warrant Symbol - DDY.WT
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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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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
Canadian Market News
- Expiration Date: The last day the warrants can be exercised. If warrants aren't going to be exercised then they must be sold the day before the expiry date. The longer the time to expiry the more valuable the warrants.
- Leverage: A measure of how much you can increase your exposure to a share if you bought warrants instead of making a direct investment. It is the current share price divided by the current price of the warrant.
- Intrinsic Value: The difference between the exercise price and the actual trading price of the common stock. Once the common has gone over the exercise price, the warrants are "In the Money."
- Volatility: The higher the volatility rating, the higher the price of the warrant. Historical volatility is calculated by using the standard deviation of an underlying stock price over a specific period.
- Time Value: The difference between the current warrant price and its intrinsic value. Interpreted as the consideration paid for the advantage the warrant buyer has over the direct investor.