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WNS INC. (CDNX-WNS)
NEWS RELEASE
For Immediate Release: November 6, 2001
Calgary, Alberta ACQUISITION OF TLN BUSINESS CONSULTING LTD. AND INTELLECTUAL PROPERTY WNS Inc. (CDNX-WNS) ("WNS" or the "Corporation"), is pleased to announce that it has agreed to acquire all of the issued and outstanding shares of TLN Business Consulting Ltd. (“TLN”) and certain intellectual property developed by TLN and Jane Roy (collectively, the “Intellectual Property”). The principal components of the Intellectual Property are the Business Architectural Methodology (“BAM!”), a proprietary approach to quickly defining business processes and requirements and the Enterprise Modelling Tool (“EMT!”) process modelling software. The Intellectual Property has been licensed in the past to a number of companies in a variety of industries. Pursuant to a share and asset purchase agreement dated August 31, 2001 among WNS, TLN, Ms. Roy and shareholders of TLN, WNS will acquire TLN and the Intellectual Property for an acquisition price of $1,400,000, to be satisfied through the issuance of 250,000 common shares of WNS at a deemed price of $0.60 and 1,250,000 common shares of WNS to the shareholders of TLN (being Jack Ladick, Cheryl Ladick and The Ladick Family Trust) and Jane Roy at a deemed price of $1.00 per share. This is an arm’s length transaction which does not involve a change of business or a change in control. The transaction is subject to the approval of the Canadian Venture Exchange Inc. “The BAM! and EMT! intellectual property will strengthen our business process modelling tools and workflow management capabilities to streamline the processes of a company to allow suppliers, employees, management and customers to make the best use of the data they need when and how they need it,” said Alykhan Mamdani, President & CEO of WNS. “This is an exciting milestone in the development and application of TLN’s requirements analysis and process modeling methods and tools”, said Jack Ladick. “TLN’s intellectual property, combined with WNS’ strengths in delivering document, workflow and information management solutions, provides WNS’ customers with a comprehensive end-to-end business solution set.” Mr. Ladick joined the senior management of WNS as Vice-President, E-Business Strategies as of March 1, 2001. WNS is a leading provider of e-business, document management and work management solutions with approximately 200 employees and offices in Vancouver, Edmonton, Calgary and Toronto. WNS’ clients include some of Canada’s leading financial institutions and government departments. WNS provides comprehensive business solutions based on a full range of products and services to help customers develop and execute their e-business and workflow automation strategies. TLN Business Consulting Ltd. In a press release dated March 26, 2001, WNS had previously announced the signing of a non-binding letter of intent to acquire 10% of TLN and 10% of Ms. Roy’s interest in the Intellectual Property (the “Initial Acquisition”) for the purchase price of $150,000. The purchase price was to be satisfied by the issuance of 250,000 common shares of WNS at a deemed price of $0.60 per share. As part of the Initial Acquisition, the Corporation obtained an option to acquire the remaining 90% of TLN and Ms. Roy’s remaining interest in the Intellectual Property for the purchase price of $1,375,000. The parties have subsequently revised the terms of their agreement such that the WNS will be issuing 1,500,000 common shares of WNS for the acquisition of TLN and 100% of the Intellectual Property. For the seven months ended July 31, 2001, TLN had revenue of $141,175 and for the year ended December 31, 2000, it had revenue of $351,835. Jack N. Ladick is President of TLN. As part of the transaction, Mr. Ladick entered into an employment agreement with WNS and joined its senior management as Vice-President, E-Business Strategies effective March 1, 2001. He has over fifteen years experience in Management and Information Technology consulting, delivering project management and business process design and implementation services. Prior to founding TLN, Mr. Ladick was a Senior Consultant with PHOENIX Methodologies Inc. and Digital Equipment Corporation’s Strategic Services and Systems Integration organizations. Mr. Ladick holds a Bachelor of Science degree in Electrical Engineering and is a member of the Association of Professional Engineers, Geologists, and Geophysicists of Alberta. For further information please contact: Alykhan Mamdani - President & CEO
Tel: (403) 299-9614
Fax: (403) 265-1336
E-mail: alykhan@wns.com The Canadian Venture Exchange has neither approved nor disapproved the information contained herein. |